A Lost Hero
by Cubical
Summary: Ben Tennyson ends up in an island that is ruled by Dark Mages. What's worse, he's a kid again and has no memories of his adventures. Now he must live a new life and face new challenges while trying to piece together these 'dreams' that seemed to be connected to each other. Will he be able to remaster the Omnitrix and become a hero again?
1. A New Life

**A/N: Well everyone, here it is my first fanfic story. I hope you will all enjoy it.**

**Disclaimer: I do not own Ben 10 or Fairy Tail.**

**A New Life**

Off the coast of the Caelum Kingdom stood a tower called the R System, filled with Dark Mages who enslaved people in hopes of using them to complete the tower. If the tower was completed then they would be able to revive the strongest, most destructive mage of all time, Zeref.

They had been kidnapping people for a couple of years. They targeted young kids or anyone who was weak and doesn't have the strength to fight back. Their dream was to resurrect Zeref, as they remembered how he had promised them a new world. A world where they would be the rulers of Earthland. Unfortunately for them, that was not his true goal and they would soon learn that the hard way.

Outside the unfinished tower lay an unconscious boy sporting a black shirt with green lines coming from the neck area. In the middle of the shirt was the number 10 in white font.

The boy started to wake up slowly as the light of the sun started to burn his face. It took a couple of minutes before he was fully awake. He quickly sat up and took in his surroundings. He soon noticed a huge tower that seemed unfinished. In front of the tower were bridges that connected to the tower itself and to the shore. The boy then looked ahead of himself and saw nothing but water.

He attempted to stand up, but couldn't as his legs felt numb. He decided to crawl towards the water. As he finally reached to the water, he looked down to see a reflection of himself. By the look of the reflection he seemed to be around 7 years old.

He was not scared or happy when he saw his own face. He was confused, for some bizarre reason he couldn't remember how he had ended up on this island. He looked back at the water, staring at the reflection of himself.

_Is that me?_

He lifted his left arm and poked the water, causing ripples to form. The lost boy quickly noticed a wristwatch stuck on his wrist.

_What is this?_

The boy inspected the wristwatch, staring in awe as if he was seeing it for the first time. The face plate was square with two green stripes that formed an outline of an hourglass. Curious, he touched the faceplate, causing a green holographic circle to appear.

His jaws immediately dropped, he'd never seen anything like it. He stared at it for a couple of seconds, not knowing whether to touch it or not. He didn't know what exactly he had to do next. He took a minute to just stare at the small heads in each section of the circle.

He decided to touch one of the circles, but was interrupted as he heard someone shout.

"DON'T TRY TO ESCAPE! THERE IS NO WAY OUT!"

The boy looked in the direction where the shouting was coming from. A group of people each wearing white mask and a weird symbol in the middle of the mask was running towards him.

The followers of Zeref walked around the boy to see if there were any other prisoners who had escaped. After a quick search they surrounded the boy and stared at him.

Suddenly one of the followers grabbed the boy by the collar.

"So you tried to escape? The follower quickly noticed that the escapee had no handcuffs on, "I wonder how you got the handcuffs off, slave."

One of the followers pointed at the wristwatch that was attached to the boy's wrist and ordered the man who was holding the boy to take it away.

The man tried to detach the wristwatch by slipping it off, but it wouldn't come off. He attempted to take it off again, but the results were the same.

"Why won't it come off!" the follower said, angry and embarrassed that he couldn't take a simple wristwatch off.

The boy also wondered why the wristwatch didn't come off, but didn't say anything. He looked up to see all the followers chatting amongst themselves and then looking back at him.

One of the followers grabbed the boy by the arm and started to pull him towards the tower.

"Get off me!" The boy shouted, struggling to get free.

"Keep quiet, boy." The follower that was dragging him, placed handcuffs on his wrists. "No one can save you."

Out of nowhere electricity started to surge through the boy, making him fall to his knees. He gritted his teeth, trying to fight the pain. After a minute, the electricity stopped and the boy let out a sigh of relief.

"Now are you going to walk quietly or do you want me to keep going?" The follower said sternly.

The boy looked at his wrists, the electric handcuffs were the only reason that he was not running away. He then looked at the wristwatch that was behind the handcuffs and said nothing.

The follower took the silence as a yes and continued to drag the boy towards the tower.

Underneath the tower was a cellar. The boy with the unique wristwatch was taken to the cellar and stayed there for about 2 days. Every hour, the followers of Zeref would barge in and question him. Asking him questions on how he escaped, if anyone else helped him, and how he got rid of the handcuffs. The boy would say nothing as he had never escaped. All he ever thought about was he had ended up on the island and what exactly was the wristwatch that was stuck on him.

The boy sat on the floor and stared at the wall, waiting for something to happen.

An idea hit him, as he remembered the holographic circles coming from the watch before he was captured.

"Might as well." He said to himself, he touched the faceplate causing the same holographic circle to appear.

However the circle disappeared and the faceplate turned blue. The boy frowned and tried to activate the watch again by touching it, but nothing happened.

"Stupid watch." He said, annoyed that he had nothing to do.

Suddenly the door of the cellar opened, three guards walked in, each armed with a spear.

"Get up slave!" One of the guards ordered.

The boy complied as he stood up slowly, still weak in the legs from sitting for so long. He then walked slowly towards the guards.

One of them groaned, impatient with the boy, he grabbed him by the arm and pulled him out of the room.

After being pulled by the guard up a couple flights of stairs, the boy found himself in a room with multiple cells. As he was still being pulled by the guard, he heard whispers from the prisoners. Some pointed at him and looked at him with sadness.

_So many people in cells… Why?_

The guard stopped walking and stood in front of a door that had multiple locks. After unlocking the door, the guard swiftly opened it and threw the boy inside the room. The boy looked back to see the door close.

He looked around the room, inspecting it. There was nothing to see as everything was pitch-black . He narrowed his eyes on a wooden table that was lit up by a light bulb, he stared it as something caught his eye.

He slowly walked towards the table, his eyes widening as he got a better look at what was on top of the table. He almost puked at the sight and quickly turned around.

"That was a prisoner." A fat man with a green coat and a white mask appeared from the shadows. "That won't happen to you if you cooperate." The man gave a chuckle as he remembered what he did to the prisoner.

The boy glared the man with anger and disbelief. He ran towards the man with a surge of energy that came out of nowhere, his fist cocked back and ready to deliver a blow.

The man was unfazed as he simply raised his arm up, causing a purple magic circle to appear underneath the feet of the boy and stopping him in his tracks. A purple electric looking rope was around the boy, electrifying him.

"Now now." The man shook his head, "Don't do something you will regret."

The man swung his hand to the right, causing the boy to be pushed towards a huge blue crystal. The boy was restrained by a magical force, a power that he couldn't squirm out of.

"That thing on your wrist is very interesting." The man said as he walked towards the boy holding a scalpel. "Even the strongest of our men couldn't take it off."

The boy gulped at the sight of the scalpel, he started to sweat when the man was only a foot away. The follower of Zeref slipped the scalpel underneath the wristwatch and tried to push it up. In response, the faceplate of the wristwatch went from blue to a bright green that kept on getting brighter. The boy screamed as he felt his skins being pulled up along with the wristwatch

"S-Stop it!" The boy shouted, trying to break free from the magical force.

Out of nowhere a couple more guards appeared and tried to restrain the boy while the fat man continued to sink the scalpel underneath the watch.

Bad move, as the wristwatch released a huge emerald light blast that pushed everyone that was near the boy to the wall. Everyone grunted at the pain and stared at the boy. Some were angry while others feared him.

The boy himself was shocked at what had happened.

_Did I do that?_

He stared at the mysterious wristwatch and from that moment on he knew that the watch had incredible power stored inside. He raised an eyebrow when the faceplate of the watch went back to blue.

The fat man with the green coat was the first to recover from the sudden attack. He stood up and yelled "Take the boy back to his cellar. We will deal with him later."

Back in his dark cellar with no one around, the boy stared at the watch. He fiddled with it, trying to activate the watch, but nothing would work.

_Stupid thing, will only work when it wants to_.

He sighed as he slumped down and stared at the wall.

A couple of hours passed before two guards walked in the cellar. Both gave each other a smirk as they took out their whips.

"We have made our decision." One of the guards grabbed the whip by the end and started to extend it. "Time for your punishment."

The boy's eyes widened as he knew what was about to happen. He hoped that it would be quick and painless, but he doubt that would happen. The evil smirk the two guards were giving him told him that it was going to be long and painful.

"Gramps, is he de-"

"No he is not, Erza. He is just unconscious."

"But gramps, look at those cracks on his back."

The boy groaned as he started to regain consciousness.

"Gramps! He is awake!"

Erza's yell made the boy open his eyes immediately. He had to blink a couple of times before getting a good look at the girl. The first thing he noticed was her beautiful red hair.

_Scarlet…_

"Erza give him some space."

The boy looked behind Erza and saw an old man sitting by the wall. He then looked around the cell, it was nothing spectacular, just a large closed cell with rock as the floor. He quickly glanced back at the two and smiled. He was happy that he was finally meeting other people, and seemed to forget the punishment that he had been, apart from the random pain caused by his whip wounds

Erza was confused on why the newcomer was smiling and turned to the old man "Gramps, why is he smiling?"

The old man shrugged his shoulders, "I don't know, ask him yourself."

Erza stood up and walked over to the boy. She towered over him and looked at him with a glare.

"Why are you smiling?" She asked, in a commanding tone.

The boy pretended to ponder for a minute and replied "I'm not sure."

"You're strange." She deadpanned.

The boy laughed at Erza's expression which caused her to grow a tick mark on her head. She stomped her feet as she walked closer to the boy.

The old man decided to save the boy from Erza's wrath by changing the topic, "So youngster, what's your name?"

Erza looked back at the boy with interest. The boy's smile grew wider, he was grateful that the first people he was meeting were nice and interested in him. After a minute, he realized that they were still waiting for him to answer.

_My name… What is it?_

The brown haired boy's smile turned to a frown as he looked down at the floor without saying anything. He closed his eyes, hoping that would help him remember his name.

Erza regrew the tick mark, upset that the boy wasn't answering the old man's question. The old man on the other hand looked carefully at the boy and felt his sadness. He decided to help the boy by introducing himself first.

"My name is Rob and this here is little Erza."

The boy nodded as he memorized both names. However he still didn't remember his name.

Erza, clueless of the boy's problem, asked "What is your name?"

The boy finally responded. "I… I don't remember."

Everything went quiet as the boy stared at the ground, a bit embarrassed that he couldn't remember his name, while Erza just stared at the boy with guilt.

"Don't worry. It will come back to you. Maybe sooner than you think." Rob said with a smile, giving hope to the boy.

Before he would respond, the gate of the cell was swung open, a guard walked in. "Wake up! It's time to get to work slaves!"

Rob and Erza stood up and started to walk out until they looked back at the nameless boy. He sat there and stared at them back.

The boy sheepishly said "Uh, I can't get up."

Rob walked over to the boy and helped him get up. The boy groaned in pain as the punishment he received earlier was still hurting.

"Gramps, can't you heal him?" Erza asked, concern for her new friend.

Rob looked at the boy and then back at the gate. The guard that opened it was giving them a cold stare, waiting for them to exit so he could get back to his other duties.

Instead of healing the boy, Rob patted him on the shoulder, "After our work. I will do my best to heal you."

The boy nodded, and started to walk slowly towards the gate along with Rob.

After going up a couple flights of stairs, the trio finally arrived at the worksite. The boy was shocked to see the number of prisoners. There were at least 300 people working on their floor alone, he wondered how no one knew about this.

He shook off his thoughts and followed Erza to the edge of the worksite. It wasn't complete so there was a gap in the wall that led to the outside. He stared at the waves of the water and wished he was outside again.

The boy inspected the floor and realized that everything was made of cobblestone. He looked around and quickly noticed Erza holding up a pickaxe. She started to pick some rocks out of the way, but got tired after the fifth one.

"Need help, Erza?" He said.

Erza nodded her head and handed the pickaxe to the boy. As he tried to pick it up , his eyes widened at the weight of it and he quickly dropped it on the floor.

Erza giggled at the surprised face that the boy had, "Not as easy as it looks."

She took the pickaxe and lifted it up with ease. The boy laughed with her, but on the inside he was a bit scared of her strength.

_I better remind myself not to mess with her again._

Instead of picking the rocks with a pickaxe, the boy shifted the rocks with his hands and disposed of them. He did that the whole day, though Erza tried to encourage him to use a smaller pickaxe he felt that it would be better if he did it with his hands.

Breaks weren't allowed, but Erza and the brown haired boy came up with an idea. One would rest while the other would be on the lookout for any guards. The plan worked, as they were able to get a couple of breaks in. The nameless boy smiled at Erza, but soon remembered where he was.

_A prison. Will I ever be able to get out?_

The rest of the day was the same, picking up rocks, throwing them away, and getting a couple of breaks.

After working the whole day on the R-System, all the prisoners were led back to their cells. The boy was the first to enter his cell and he immediately lay on the floor, exhausted from the work he did. Erza walked in and sat next to the boy, she was also exhausted from the work. Rob finally entered the room; he was exhausted, but didn't show it. He immediately went towards the young boy and kneeled beside him.

"Let me take a look at your back." Rob said, remembering the cracks the boy had earlier in the morning.

The boy waved him away. "No need. Really, I'm fine now. You should get some rest." He smiled.

Rob tried to flip the boy over. "Nonsense! Your back was badly injured, you don't want to get it infected, right?"

"I'm fine." The boy reassured him, he wanted to get treatment, but didn't want Rob who was already tired to take a look.

Erza, who was listening to the conversation, stared at the boy, "Let gramps check you."

The boy shook his head "Trust me. I'm fi-"

The small argument was quickly over, as the boy received a bump on his head courtesy of Erza. He was about to finish his statement, until he stared at Erza and received a death glare.

"So are you going to let him check you?" She asked nicely, but still kept up her glare.

"Aye!" was the only thing the boy was able to say.

The boy flipped over, allowing Rob to check his back. After removing his black shirt, Rob's eyes widened when he saw so many cracks on the boy's back. Along with the open cracks, there was dry blood.

"This might sting a bit." Rob said before placing his hands above the boy's back.

Slowly, fire started to come from Rob's fingers, he needed to close the wounds. With his open hand he gently tugged the cracked skin together and gently lowered his other hand that had fire on its fingertips.

The boy let out a small cry as he felt something burning on his back. After a couple of minutes the burning stopped and the boy let out a sigh of relief.

"How did you do that?" The boy asked.

"Fire Magic." Rob answered, as he produced fire in his fingertips again.

"Magic?" The boy was confused, he never seen magic before. "You can do that?"

Rob chuckled at the boy's confusion and explained what magic was. He first explained where magic came from. The boy was amazed that only 10 percent of the population of the world could use magic. He now wondered if he could do magic, he pictured himself as a strong mage who could free everyone in the tower.

"Do you think I can do magic?" he asked, hoping to hear a yes.

Rob laughed as his expression gave him memories of when Erza first learned what magic was.

"Maybe. Who knows." Rob said with a smile.

The boy attempted to get up, but Rob placed his hand on the boy's neck, "You need to let the wounds close. Stay like that for the night."

The boy nodded his head. "Thank you."

Rob smiled as he walked back to the wall and sat down. Erza sat next to the boy and the two began to talk to each other. Rob's smile grew wider as he was happy that Erza had finally found a friend her age who could relate to her.

Rob closed his eyes as he started to rest, but he had one thought in mind.

_These kids… They need freedom… I know that one day, they will be free._

Rob opened his eyes when he felt someone poking him. He looked down and saw Erza poking his legs.

"Yes Erza?"

"Gramps, why don't you tell us one of your adventure stories with Fairy Tail?" She asked.

"Fairy Tail?" The boy said. "He went on adventures with a fairy that has a tail?"

Erza laughed at the boy's confusion. "No, silly. Fairy Tail is a magic guild and Rob was one of the best mages in the guild."

The boy was impressed as he looked at Rob, he did seem like the type of person who has a lot of wisdom. For some reason Rob reminded him of someone, but he couldn't remember who.

"Hmm." Rob stroked his beard as he thought of a story. "Oh I know!"

The story took about 20 minutes, as Erza wanted to know every detail of the story. Rob told the story about his first mission in Fairy Tail. He had gone with his friend named Makarov to hunt down a couple of bandits that were hiding in a forest. The boy was impressed, but he had a feeling that Rob was over-exaggerating about how many times he saved his friend as well as saving so many girls… Especially in a single mission.

"I have decided!" The young scarlet haired girl declared. "I will join Fairy Tail."

Rob smiled at Erza, while the nameless boy thought about it.

"Fairy Tail does sound fun." He quickly added. "I will join Fairy Tail too and help people around the world!"

Erza grinned at her friend as they both decided to join Fairy Tail and become a team like Rob and Makarov.

Erza walked over to the boy and lay on the floor next to him. Everyone in the room was still awake, but they were lost in their own thoughts. The boy tried to go to sleep, closing his eyes. But as time went by, he couldn't find it in himself to go to sleep as he kept on hearing one thing in his head.

His eyes quickly opened as he figured it out.

"I remember now…" He started.

Erza looked at him, curious at what the boy had remembered.

"My name is…" Rob opened his eyes and stared at the boy. He smiled as he knew deep inside that the boy would remember it.

"Ben Tennyson."

**A/N: There it is folks, first chapter is done. I hope you enjoyed it.**

**I want to give a big thank you to Ultimate 10, he encouraged me and helped me develop the story.**

**If I made any grammar or spelling mistakes then please tell me. Till next time.**


	2. New Prisoners New Friends

**A/N: Hey guys! Sorry for taking long to update, was busy over the summer. Anyway I just want to give a big thank you to those who reviewed/favorited/followed. Now on to the story.**

**Disclaimer: I do not own Ben 10 or Fairy Tail.**

**New Prisoners; New Friends**

Outside of an eating establishment known as Mr. Smoothy's by the sign mounted on the front were a couple of people sitting on tables drinking smoothies. At a particular table sat two teenagers who were talking amongst themselves. One of the two was a girl with red hair in a ponytail who wore a red shirt paired with a black vest, gray pants and black flats. Sitting across from her, was a young black haired muscular man. He sported a tight black t-shirt over a grey long sleeve shirt, blue pants, and black shoes.

Unknown to everyone in the area, an 8 year old Ben was floating up in the air and watching them. He was confused as to where he was. He looked around and didn't recognize anything. He started to sweat and become a bit worried as he looked down.

_How am I floating? _Young Ben started to flap his arms as if he was a bird, trying to stay in the air. However the more he flapped his arms the higher he was being going up.

Something in his mind was telling him to relax. He took a deep breath before he let his arms rest. He smiled as he was still floating in the air. As he looked down, he noticed a particular teenage boy walking out of a shop while holding a tray of smoothies. Ben started to float towards the ground. He squinted to get a better look at the teenager.

The teenager had shaggy brown hair, clad in a black shirt, blue pants, and a green jacket with white stripes and the number 10 on it.

_That 10 on his shirt. It's almost like the 10 on mine._

The boy pulled his torn shirt outward as he compared the 10 on his shirt to the 10 on the teenage boy's jacket. True enough, they were similar.

Wanting to get more answers, Ben floated down until he was on the ground. He walked over to where the teenager was.

"There was a big line!" The green jacketed boy said as he sat next to the girl with the red hair.

He handed out smoothies to his two companions.

"Well the drinks are half off." The muscular teenage boy accepted the smoothie, "What were you expecting Tennyson?"

8 year old Ben happened to hear the teenager called the brown haired boy 'Tennyson'.

_Is he related to me?_ The boy asked in his head.

He shook off his thoughts as he was an inch away from the older Tennyson. He attempted to grab his arm, but was surprised to see his hand go right through the teenager. It also seemed that the teenager couldn't see or feel him. Young Ben decided to take a different approach.

"Hey you!" 8 year old Ben shouted.

However no one seemed to hear the young boy. He was going to shout again, but stopped when he heard explosions from across the street. The three teenagers that were sitting at the table quickly stood up.

"What do you think happened?" asked the red haired girl.

"I don't know." The older Tennyson said before he took off, "But I'm not going to wait to find out."

"Ben, wait for us!" The girl shouted as she ran after the hero followed by the other boy.

_Ben? His name is Ben too?_

Young Ben ran after the trio, wanting to get answers. He caught up to them as they were staring downa group of knights in silver armor.

"Forever Knights." The red haired girl crossed her arms, "Robbing a local store?"

In response, the Forever Knights took out some odd-looking lances and readied themselves for battle.

"Kevin you get the knights on the right, Gwen you get the ones to the left" The older Ben pushed his left sleeve up to reveal a device on his arm, "I got the ones in the middle."

The younger Ben eye's widened as he recognized the object's faceplate. It was similar to his wristwatch.

Kevin, the muscular teenager, grinned. "I bet I can take these guys out faster than you can, Tennyson."

The older Ben grinned back. "You're on." He pressed the faceplate, causing a hologram of an alien to appear. He turned the dial until he found the alien he was looking for. He slapped the dial down which caused a great emerald light to appear, blinding the younger Ben's eyes for a second.

"**FOURARMS!"** the alien cried out in a deep voice.

A 12 foot tall muscular alien with four arms and a black ponytail appeared in place of the older Ben. He wore black underwear that had a gold waistband, as well as two golden sashes that go across his chest. The symbol that was also on Ben's watch was located on his chest.

8 year old Ben was shocked to see the alien. He then looked at his wristwatch and wondered if he could do the same thing.

"Alright let's do this!" Fourarms yelled as he ran towards the Forever Knights.

Kevin touched the pavement of the street, taking on a color that looked like he was absorbing the gravel, "You got a head start Tennyson!"

Gwen rolled her eyes at the two, before focusing her attention at the Forever Knights on her side. Her hands became shrouded by pink energy. She fired a couple of pink projectiles at the Forever Knights, knocking some out in the process. The Forever Knights that were still standing aimed their lances at her ends beginning to light up with energy.

As they fired their weapons at her, Gwen created a pink shield that protected her from the lasers. After a few shots, she saw her opportunity. She tied up one of the Forever Knights using a rope formed from her mana. Gwen then started to swing the Forever Knight around, hitting all the other Knights in her enemy's path. After seeing that all the Forever Knights on her side had been knocked out, she threw the remaining Forever Knight to the ground.

Across from her was the battle being waged between Four Arms and his share of the Forever Knights. He caught two Forever Knights by the necks before smashing their heads together.

A knight was able to get behind Four Arms and quickly launched a barrage of lasers at him. However it was ineffective as Four Arms turned around as if he barely felt it. He grabbed the knight before throwing him across the street and into his comrades.

As more knights came his way, Four Arms widened his arms before slapping them together, causing a huge shockwave, sending the remaining knights flying into several trees.

He dusted his hands off in a satisfied manner. "Beat that, Kevin."

Kevin simply smirked as he was easily punching the Forever Knights out of his way. The knights decided to attack Kevin together in an attempt to overpower him; However Kevin shape-shifted his hands into two hammers. As the knights came his way, he simply swung the hammers at each knight, knocking them out in the process. After he hit the last remaining knight, he walked over to his teammates with a smirk.

"That was easy." Kevin said, looking back at the defeated knights.

Four Arms transformed back to regular Ben, who grinned at Kevin. "You owe me a smoothie."

Kevin rolled his eyes. "Whatever, you only did it thanks to your Ultimatrix."

"First let's call Plumber HQ. They need to pick up the Forever Knights" Gwen said.

"Leave it to me" Ben said. He activated the now-identified Ultimatrix and pressed a few controls before speaking into it.

"Ben Tennyson to Plumber HQ. The Forever Knights are here and are knocked out, need transport for containment."

A few seconds later a response came. "Roger. Sending a transport ship to your coordinates."

After making sure they had his coordinates, Ben walked over to Kevin and placed his hand on his shoulder. "Now about that smoothie…"

As the trio walked back towards the restaurant, young Ben was still standing in the same spot as he just stared at them in awe.

_Was that magic?_ He wondered. Rob hadn't explained much about magic, so he was confused what the three heroes' power was.

He ran after them, hoping that this opportunity would help him figure out everything.

As they were walking, someone tried to communicate through Ben's Ultimatrix. Ben decided to accept the communication by clicking on the faceplate.

"Ben, are you there?" A voice from the Ultimatrix asked.

The trio recognized the voice. "Yeah Grandpa. I'm here with Gwen and Kevin."

"Good. I need you three to meet me at HQ. It's important."

Everyone raised a brow, Grandpa Max sounded serious. They wondered what had happened.

"Okay Grandpa. We are on our way."

The three heroes of Earth managed to get to the Plumber's HQ quickly thanks to Kevin's car. Unknown to them, they had an extra passenger. Young Ben didn't know how he managed to get inside Kevin's car, but he was glad that he was able to follow these people.

Once inside, young Ben was shocked to see how huge the HQ was. There were at least 10 floors and it took an elevator to get to each floor. As he was in the elevator with the three heroes, he could see more humans in armor. He guessed that these humans in white armor were the Plumbers he had heard about. The elevator stopped at the highest point possible. Everyone stepped out of the elevator and walked towards the center of the floor.

The three heroes walked towards an old man with grey hair, wearing a Hawaiian shirt with a floral design, and blue pants.

The boy walked around, trying to get a better look at everything. It was the same as the entrance, with everything looking very high-tech.

"So Grandpa, what did you call us for?" Older Ben asked.

"Yeah, do you need us to do the some real plumber work on that truck of yours?" Kevin joked.

Grandpa Max looked at the big screen and started to type something. "No. This is really serious. _They_ are back again. And _they_ are not here on friendly terms."

Everyone was confused as to who he was referring to when he said '_they'_.

"Who's back again?" Gwen asked, trying to think of enemies they had faced that still posed a threat.

Grandpa Max looked at everyone and sighed. "I-Its-"

The Plumber's HQ was suddenly shaken to the core as an explosion could be heard far below. Everyone ran over to the edge to see what was happening. A few seconds later, there was another explosion causing pillars to crack, floors and ceilings started to cave in. A huge rock went flying down towards Young Ben. His eyes widened as he just stood there, fear having overtaken him. He covered his face as he waited for the impact of the rock.

A second later everything vanished. Ben quickly sat up breathing heavily. He looked around and realized that he was back at the Tower.

_Was that a dream?_

He shuddered as he remembered how no one could see or hear him. He placed his hands on the ground. He let out a sigh of relief as he was able to touch the ground physically. He looked to the right and saw Erza's back facing him. He smiled as he finally realized that he was back in reality.

Early the next morning, Rob was the first to wake up. He stood up and started to stretch his body, preparing for another long working day. He smiled as he looked at Erza and Ben sleeping, though they had only known each other for about a couple of months, they already seemed to be the best of friends.

Erza was the second person to wake up. She nodded her head towards Rob and then looked down to see Ben still asleep. After 10 minutes of waiting, Erza sat beside the sleeping Ben.

"Ben" she said softly.

Ben didn't seem to hear her, as he was still asleep. He was still exhausted from the work he did yesterday, as well as getting that weird dream again during the middle of the night.

"Ben wake up!" she said. Erza lightly pushed him, trying to rouse him.

However, Ben simply turned away mumbling. "Let me sleep."

It seemed to work for a moment, but anyone who knew Erza knew that she wouldn't give up easily.

"Ben! Wake up!" She repeated. After seeing the results were the same, she stood up and landed a small punch on Ben's head.

"What was that for?!" The young brown haired boy cried out, as he held his head in pain.

Erza let loose a smile. "You wouldn't wake up."

Ben seemed to forget the pain in his head as he saw her smile. For Ben, Erza was very precious to him, other than Rob she was truly the only person who understood him. He treasured her as his best friend. However he couldn't help but continue the little argument.

"That's not a reason to punch me in the head!"

She held her chin with her right hand, seemingly thinking about it.

"I think it is. It worked, didn't it?" She finished with a smile.

Ben sighed in defeat. "I guess it did."

"See! Now you're ready for today." She said, still smiling.

Ben smiled back as he stood up. However the smiles started to vanish as a guard walked into the cell.

"Time for work, slaves!"

Their smiles instantly disappeared upon hearing that. As the guard walked towards the other cells, Rob led the two kids out of their cell.

The beginning of the day was the same as any other day; work on the floor tiles, take a break, work on the wall tiles and take a break. Throughout the months he had been here, Ben tried to make more friends. However everyone else seemed to lost hope and didn't feel like talking. Rob once told him that they just want to get by without getting into trouble. Ben didn't agree with them, he believed that if they were to work together then maybe one day they could be free.

While working on a wall, everyone heard a yelling coming from across the room.

"LET'S GO YOU SLAVES. STOP CRYING AND GET TO WORK."

They looked across the room there was a guard with his whip out looking down at two kids. One of the kids was a tanned boy with blonde hair and was shirtless. Standing in fear next to him was a girl with brown hair in a bowl-cut style. She along with the boy was trembling as the guard was approaching them.

"I'M NOT GOING TO SAY IT AGAIN. GET TO WORK OR ELSE!" He yelled.

As if on cue, Erza and Ben instinctively ran towards the kids. The guard simply eyed the two, watching them give the younger kids a pickaxe. He walked away when he made sure everyone was working.

"T-Thanks." The blonde haired boy said.

"Don't mention it." Erza said, smiling at the kid.

The blonde haired boy noticed the smile that Erza was giving them.

_Why is she smiling…_ He wondered.

"My name is Erza and that's Ben." She then asked. "What are your names?"

"It's Sho." The boy said.

The girl who was next to Sho looked at Erza and Ben. "My name is Milliana."

"Nice to meet you guys!" Ben said, grinning.

Erza noticed a guard coming back to the area. She picked up her pickaxe and got busy dealing with the rocks..

"Quick. Start working." she whispered to everyone.

Upon hearing the footsteps, everyone quickly went back to work. Sho and Millianna stuck by Erza and Ben, for some reason they felt safe with them.

The rest of the day went along fine. The guards didn't stop anyone else; they'd just walked past the other prisoners. Sho and Millianna easily caught on with Erza and Ben's idea of a break. After they finished, everyone was led back to their cells.

Uncle Rob was the first to enter his cell. He sat in his personal spot, waiting for Ben and Erza to return. He crossed his arms as he started to think.

_I wonder what story I should tell them this time._

5 minutes went by as he thought of a story. He raised a brow as Ben and Erza were still not in the cell. He started to worry as they were always in their cells right after work. He closed his eyes as he prayed that nothing had happened to the two.

Back at the worksite, a white cat ran through the floor while managing to evade the holes on the ground. Trailing the cat were Millianna and Ben, followed by Erza and Sho.

"Here kitty!" Millianna said, trying to get the cat's attention.

As the cat ran downstairs, Ben quickly pulled Millianna back towards him. She looked at him in confusion, still wanting to get the loose cat. Ben looked around, nobody was at the worksite and it was almost dark. He looked back, having remembered that Erza and Sho were following them. He hoped they didn't get caught. He then looked back at Millianna.

"We should go back to our cell." Ben let go of Millianna. "If we get caught by the guards, then we will get in trouble."

"But the kitty…" She said, frowning.

"It's only a cat, Millianna. Is a cat really worth the risk?" He asked.

Tears started to form in Millianna's eyes. She knew what would happen if the guards caught them out in the worksite.

"The cat reminded me of my home." Millianna looked at Ben, who had a confused expression.

Millianna sighed as she started to explain. "Before I was taken prisoner by those guards, I used to have about 5 cats. They were all abandoned cats, my parents found them and allowed me to help take care of them."

"I understand." Ben said nodding his head. "It makes sense. Is that why you have a cat nose?"

This time it was Millianna who was confused. "Huh? What do you mean? What about my nose?" She started to touch her nose.

Ben sweat dropped as he replied. "Never mind."

"So Ben…" Millianna looked at the brown haired boy. "Can we please look for the kitty cat?"

Ben crossed his arms. He didn't want to get caught, he knew what the guards were capable of. But on the other hand, he wanted to help Millianna.

"Fine, I'll help you look for the cat." Ben said.

Millianna smiled at Ben, she pulled his arm and started to walk towards the direction where the cat had gone.

"Let's hurry!" She said as she started to run, still pulling Ben.

Trailing behind the two were Erza and Sho. During work, Erza noticed Millianna running after a cat followed by Ben. After making sure all the guards were away, Erza grabbed Sho and started to follow Millianna. Erza was determined to find her friends, as she kept running at the same pace. However she stopped running when she started to hear panting sounds.

Erza looked back to see Sho breathing heavily, with his hands on his knees.

"Come on Sho. We're right behind them. You can do it!" Erza said, trying to encourage her new friend.

"But maybe they already got caught." Sho stood up. "And if we keep going then we will get caught as well."

Erza expression didn't change as she looked ahead. "That won't happen. Trust me."

"How do you know?" Sho asked.

Erza smiled at Sho. "I just do. And knowing Ben, they are fine. But we need to catch up with them."

As Erza started to run Sho followed, but he was thinking deeply. Even though he knew Erza for less than a day, he had noticed that she was always smiling and always thinking things would end positively.

_How does she do it?_ He wondered.

While thinking, he didn't see Erza stop in front of a hole. Instead he kept on walking, unintentionally pushing her into the hole as well as falling in himself.

Both let out a yelp as they fell to the bottom of the hole. Sho brushed his thoughts off as he realized what he did. His face was covered in sweat as he looked at Erza who was giving him a glare.

Sho quickly fell to his knees, quickly pleading for forgiveness. "I'm sorry Erza! Please forgive me!"

After seeing Sho on his knees, Erza let out a sigh before giving him a smile.

"It's okay Sho. We're not in trouble, so there's no need to be worried."

Sho brushed off some tears as he was stunned by Erza's response.

_There she goes again. Always thinking positive._

Erza tried to climb out of the hole, but every time she reached the top she would fall back.

Sho glanced at Erza, watching her fall for the third time.

"Erza." Erza looked at Sho with a brow raised.

"How can you be so sure that everything will be alright?"

Erza immediately stopped climbing and dropped to the floor. She looked Sho in the eyes.

"You have to have hope." She said. "If you have hope then anything is possible."

"Hope?" Sho repeated.

Sho sat down on the ground and stared at Erza as if she was crazy.

"Don't you know where we are?" Sho pointed at his handcuffs. "We're prisoners in a tower."

"I have _hope _that we will be free soon." Erza gave a smile as she ruffled his hair. "And then we will join Fairy Tail and become wizards!"

Sho was shocked to hear Erza say those things. Never in his mind did he think he would get out of the tower let alone become a wizard.

He started to cry as he hugged Erza. "Is it really possible?"

"Yes. You just need to have hope." Erza said, she hugged him back, nodding her head.

Sho let her go as he looked at her. He gave her a smile, from that moment on he looked up to Erza as a big sister. She was the first person to make him truly believe there is a chance to live a life worth living in this world.

Erza looked up as she thought of a way to get out. "Now let's get out of this hole."

After running down two flights of stairs, the cat decided to rest next to the wall. As the cat shut its eyes and lay on the floor, two voices could be heard from the stairwell across the room.

"Millianna, this is the last floor we are checking." Ben said as he followed the cat lover. "We need to get back to our cells."

Millianna stopped at the entrance of the stairwell as she spotted the cat across from her. She turned towards Ben and gave him a shush sound as she pointed at the cat. Ben peeked out of the stairwell and saw the cat sleeping.

Still looking at the cat he whispered to Millianna. "So how should we do this?"

Not hearing a response he looked at the spot where Millianna had been standing and noticed she was gone. His eyes widened as he quickly looked around. Ben spotted her, she was slowly walking behind the cat while not making a sound.

Once she was within reach, Millianna quickly snatched up the cat in her arms. Surprisingly the cat didn't resist, instead the cat purred while being carried by Millianna.

She quickly walked back towards Ben with a smile since she had finally caught the cat.

"I think I'm going to name this little guy, Arlo." She said, satisfied with the name.

Ben petted the cat on the head. "Well I'm glad you finally caught him. Now let's get out of here before-"

He quickly stopped when he saw a figure walking towards them. Ben squinted his eyes; he couldn't see the person as the darkness covered everything. Ben pulled Millianna behind him, hoping that it was just another prisoner.

As the figure got closer, Ben and Millianna attempted to walk towards the stairs, but stopped when they heard the figure shouting at them.

"HEY YOU TWO! HOW DID YOU GUYS GET OUT OF YOUR CELLS?!"

Of course it was a guard. Ben started to pull Millianna towards the stairs, but they were caught by the guard. As the guard held both Ben and Millianna by the arm, Ben attempted to fight back by kicking the guard. The guard let both of them go as he faced Ben.

"Run Millianna!" Ben said as he distracted the guard.

Ben attempted to hit the guard in the gut. However the guard kicked Ben's legs out from under him and then quickly caught him by the collar. The guard punched the brown haired boy in the face, breaking his nose in the process.

As the guard dropped Ben on the floor he looked at Millianna who was scared. She didn't know what to do; she knew she couldn't fight the guard so only one thing came to mind. Run.

But before she got the chance to run, a small figure in dark ran across the room to the other side. The guard saw the figure and quickly looked back at Millianna and Ben.

"Don't move." He ordered as he started to run after the figure.

After seeing that the guard was no longer in sight, Ben got up. Millianna looked at Ben and noticed his nose was bleeding. She quickly grabbed a napkin from a nearby table and gave it to Ben.

"Your nose is bleeding Ben." She offered the napkin. "Use this to clean it."

Ben accepted the napkin and decided to put it on his nose. He quickly looked back where the guard had run off to and smiled as the guard was not coming back. He started to pull Millianna to the stairs.

"We gotta get out of here." He said, dragging her towards the stairs.

As they ran up the flight of stairs, Ben wondered one thing.

_What happened to Erza?_

His thoughts would be answered as he bumped into the scarlet haired girl after they ran up the last flight of stairs.

"Erza!" Ben said.

"Finally we found you guys." Erza said as she started to lead them to their cells.

Sho walked next to Millianna and noticed the cat in her arms.

"Millianna is that your cat?" He asked, pointing at the cat.

Millianna grinned as she lifted the cat outwards. "Yeah! Ben helped me get him. Isn't this little guy adorable?"

"Yeah I guess he is." Sho said. He started to pet the cat.

While walking down the floor, Erza noticed the napkin that Ben was holding underneath his nose.

"What happened to you, Ben?" She asked, concerned.

Ben simply smiled. "Ran into a guard, but as you can see he didn't catch us."

Erza smiled back at her best friend. "Well as long as you're okay."

As the two continued to talk, Millianna and Sho both looked at each thinking the same thing. Sho nodded his head towards Ben and Erza, motioning her to ask them. Millianna agreed as she asked.

"Um. Guys, are you sure we can stay with you?"

Ben and Erza stopped walking and turned around to face Sho and Millianna.

"Cause you told us that you have an old man in the cell. And we don't know if he would welcome us." She added.

"Trust me. Gramps will not mind more company. It's quite the opposite since he will love more company." Erza answered, getting a nod from Ben.

Ben quickly added. "He is very nice and caring. You guys are gonna love him."

Sho and Millianna looked at each other before looking back at Ben and Erza.

"Okay!" They both said, eager to meet this old man.

In less than 5 minutes the group finally arrived back at their cell. They were lucky that the gate was still unlocked, as each one of them entered the cell quietly, Uncle Rob opened his eyes upon feeling their presence.

While Ben helped Sho and Millianna find a spot in the room, Erza walked over to Uncle Rob. Before she could speak, Rob put his hand out.

"Do not worry. We will talk in the morning." He said with a smile.

Erza bowed her head in respect and quickly walked to her spot.

The next morning, everyone in the cell woke up after hearing loud screams and cries coming outside their cells.

Ben's eyes shot open upon hearing the screams. He slowly got up and noticed that Erza, Sho and Millianna were getting up as well. He looked behind himself, and was surprised to not see Uncle Rob sitting by the wall.

"Where's gramps?" He asked.

Erza stood next to him and wondered the same thing. She remembered the gates of the cells were left open last night, but she knew Uncle Rob would never leave them.

"Uhh guys, there's a crowd at the end of the floor." Sho said as he opened the gate of their cell.

Erza walked out of the cell followed by everyone else. Sho was right, at the end of the hall there was a huge crowd. Everyone seemed to be shocked as some were crying and were questioning each other if this was a dream.

As the group got closer to the end of the hall, a familiar face appeared in front of them. It was Uncle Rob and he looked upset. He hid his expression upon seeing the kids. He bent down to look in the kids' eyes.

"We should all go back to our cells." He said calmly.

Sho and Millianna agreed, they didn't want to see what everyone was crying about. However Ben and Erza wanted to see what was making everyone cry.

"We will meet you in the cell Gramps. Ben and I want to see what is going on." Erza said.

Uncle Rob tried his best to convince the two to come with him. But they wouldn't go back until they saw what was going on.

Ben smiled before he said. "Don't worry Gramps. We will take a peek before going back."

Uncle Rob looked down, he didn't want those two to see what happened. But he knew he couldn't convince them, he just hoped they could take it. After thinking for a minute he nodded and led Sho and Millianna back to their cell.

"Let's go Ben." Erza said, as she started to pull Ben and walked through the crowd.

They were able to get to the center of the scene. Nothing could've prepared them for what they found. Erza was the first of the two to see it. She immediately stopped holding Ben's arm as she covered her mouth. Tears started to form as she couldn't believe it.

Ben raised a brow as he saw Erza's face. He had never seen Erza looked so distraught. He looked towards what Erza was staring at and his eyes widened at the sight. The lost hero started to clench his fists as he was angry and upset at what lay before them.

He remembered seeing something similar in his first day in the tower, but he couldn't believe they would do this again and show it to the public.

Hanging on the top of the wall were the lifeless bodies of two small boys. They both had visible bruises all over their bodies, blood was dripping down from their legs and heads as they were being pulled down from the wall.

_How could they do this?_ Ben asked himself, a vein started to form on his forehead.

A guard with a smug look on his face walked towards the center of the crowd. He waited until the two hanged kids had been taken down from the wall.

"You slaves must understand that we do not tolerate disobedience." He stated. "Let this be a warning to all those who try to escape."

With that he walked away with the two lifeless bodies in hand. He smirked as he saw the faces on everyone. They wanted to retaliate, but they couldn't, fear that they would be killed if they tried.

After a couple of minutes everyone walked back to their cells, still upset about what they saw. Erza was still in shock so Ben helped her get back to her cell, not wanting to get into any trouble.

Returning to their cell, Ben noticed that Sho and Millianna were chatting with Uncle Rob, both of them smiling. He gave a small smile, for one thing he was glad that they didn't see such a horrible thing. But the image of the two lifeless bodies still lingered in the mind of the lost hero.

Sho quickly ran up to the two and asked. "So what was all that about?"

Ben and Erza looked at each other before Erza decided to answer.

"Nothing really. Just guards telling us the rules again." She said.

Ben simply nodded as he eyed Uncle Rob who just stared at them.

"Hey guys! Look over here!"

Everybody turned to where Millianna was standing. She was looking out a small hole in the wall which had a view of the docks. She made room for everyone to have a chance to see outside.

There were three boats arriving at the docks. After they stopped, guards immediately walked inside the first boat and dragged people out of it while the guards standing outside the boats were placing handcuffs on them.

"New prisoners?" Erza asked Uncle Rob.

Uncle Rob nodded his head. "Unfortunately yes. They get new prisoners every six months, in order to keep the workers fresh."

Ben clenched his fists again upon hearing that. How no one knew about this in the outside world was the question that he had been asking himself the whole time. He couldn't believe that these people's lives were being taken away by dark mages. The brown haired boy wanted to do something, but what?

His thoughts stopped, when he felt someone touching his arm. He looked to his right and saw Erza who had her arm around his. He smiled as he saw her eyes, it made him forget about his negative thoughts as he now only had one in mind.

_Freedom._

After an hour, everyone was led to their workstations as they continued to work like it was a normal day.

Ben and Erza were, as always, working together at their station, while Sho and Millianna were working a couple of feet next to them. Due to more prisoners, everyone needed to share a pickaxe with their partner. Ben and Erza didn't mind as this was a good way to get more breaks in.

Midway through working, Ben gave the pickaxe to Erza as it was her turn to work.

She grabbed the pickaxe, but didn't work as she looked at Ben.

"I can't believe they did that to those two kids." She said angrily.

Ben was a bit startled as he hadn't seen this coming. The whole day and she never mentioned it after the incident.

She started to pick the rocks angrily, with each 'clank' louder than the last.

Ben was about to stop her from getting angrier, but knew that she had to let it all out. So he decided to talk to her about it.

"I feel the same way Erza." He said. "But don't worry, I will never let any-"

He immediately stopped when he heard a sudden cry of rage. He looked behind him to see what was happening.

"You slave. How dare you attack me!" A guard said angrily as he held a boy by the arm.

"Let me go!"

Ben looked closely at the boy, he had never seen him before. The boy was around his and Erza's age. He possessed blue hair, and had a strange tattoo around his right eye. Ben tried to understand what had happened; he then noticed a pickaxe on the floor with blood on the tip next to the boy. The guard's left arm was dripping blood, it didn't take long for Ben to put everything together.

He looked to his left and saw the look on Erza's face. It was pure rage, she didn't want the same thing that occurred earlier to happen to the boy. Ben already knew what she was thinking and tried to talk her out of it.

"Erza wait!"

But it was too late, Erza with a pickaxe in hand started to run at the guard who was holding the blue haired boy.

_I can't let this happen._ Ben thought as he started to run after Erza.

Fortunately the guard didn't notice Erza running towards him, which gave Ben time to catch up as he ran at full speed. He knew what he was going to do was foolish, but it was the only way to keep her safe.

The lost hero managed to grab Erza by the arm and pulled her back. He then accelerated towards the guard, attempting to hit him with his shoulder. The guard finally noticed the boy and quickly dropped the blue haired boy before dodging the strike.

Ben anticipated the reaction and quickly sidestepped as he continued to hurl himself at the guard. The guard was pushed back to the ground as he was surprised at what just happened.

Everything in the area was silent as everyone was shocked at to what just happened. Ben simply stood up as he looked back at Erza with a smile. He then looked at the blue haired boy who just stared at him with awe.

"H-How dare you!?"

The guard was already standing after the blow and walked in front of Ben. In an instant Ben was already being electrocuted, it was a lot stronger than the first time he got electrocuted.

After a couple dozen more volts went into him, he fell to the floor though he was still breathing. The guard grabbed him by the neck before looking at everyone.

"A severe punishment will surely make you learn your place."

"Back to work, slaves!" The guard said as he started to walk away with Ben being dragged behind him.

Erza was still stunned as to what had just happened. She sank to her knees as she couldn't believe it.

_Why? Why did he do this? It was all my fault. Erza _couldn't believe that her best friend was being taken away because of her rage.

The blue haired boy walked over to her. "Are you okay?" He asked, concerned.

Erza simply nodded, not saying a word.

"Do you know who that was?" He asked, referring to Ben.

Erza nodded and this time responded. "He's my friend... Ben."

The boy frowned, he looked at the floor in shame. "I'm sorry."

"Don't be. It wasn't your fault." Erza said as she looked up at him. _It was mine._

A minute passed before anyone talked again. The boy decided to break the silence.

"My name is Jellal, Jellal Fernandes." He held out his hand towards Erza.

She accepted his hand as she introduced herself. "I am Erza, just Erza." She tried to smile, but she still couldn't stop thinking about Ben and what they would do to him.

"Nice to meet you Erza. I hope your friend will be okay."

Erza stared at him for a moment, before she finally smiled.

"Ben will come back."

Back in the dark cellar, Ben was tied up to a crystal-like substance as he waited for his punishment. He couldn't help but smile as he knew that Erza was safe.

"As long as she is fine. Then everything else doesn't matter." He said to himself.

After a while he started to think about Uncle Rob's stories. He wondered what story he would tell the group tonight.

"Adventure… Freedom… I hope we can achieve it." He said before he started to dose off.

Hidden in the darkness was a man. The only thing that could be seen was a golden watch that he held out.

"Soon young Ben. Very soon." The man whispered as he started to disappear into a portal.

**A/N: Well I'm pretty sure you guys know who the man was, but do you know what kind of role will he be playing? I wonder if you guys can guess correctly on who are "they" that Grandpa Max spoke about.**

**Anyway guys, I hope you enjoyed the chapter. Also I know someone is going to ask me this. No I did not forget Wally and Simon, they will come to the story next chapter!**

**If I made any grammar or spelling error please tell me!**

**Next Chapter: Escape Towards Freedom (Part 1)**


	3. Escape Towards Freedom (Part 1)

**A/N: Sorry for the long wait. But it is finally here! I hope you all enjoy it!**

**Disclaimer: I do not own Ben 10 or Fairy Tail.**

* * *

**Escape Towards Freedom (Part 1)**

After finishing their work, everyone was led back to their cells. Erza, was still shaken about what happened to Ben, still blaming herself. When Ben was dragged away by the guard, Erza just stood there upset at what happened. Minutes went by and she still stood there not doing anything. Jellal noticed it and walked over to her.

"Hey Erza." He said smiling.

Erza gave a small smile back. "Hey."

Jellal saw the pickaxe on the ground beside her, he quickly picked it up holding it over his shoulder.

"Come on." He started to walk towards where Erza was supposed to work. "If we don't work then we will get in trouble."

Erza dragged her feet across the floor towards where Jellal was working. Instead of working, she sat on the ground just watching him work.

After picking up the rocks and throwing them away. Jellal stood in front her, he was ashamed of himself, even though she wouldn't admit he knew that it was because of him that Ben was taken away.

He looked at Erza. "It's like you said Erza. Ben will come back."

Erza nodded her head, she wanted to believe that, but she remembered what happened to the two boys in the morning.

_Would they do the same thing to Ben?_ She asked herself, scared for her first true friend.

Erza was silent, she stood still not moving an inch. Jellal still kept a smile as he started to pick the rocks again.

"Don't worry Erza. I'll do the work myself." He said as he started to hit the rocks with his pickaxe. "Just watch out for any incoming guards."

A couple of hours passed, before a guard finally arrived in the worksite. The guard stood by the stairwell with his arms crossed.

"Alright slaves! Time to head back to your cells!" The guard shouted.

Everyone in the worksite dropped their pickaxe in the drop pile and followed the guard down the stairs. Jellal dropped the pickaxe off and was about to follow everyone, but realized Erza was still sitting on the ground. He walked over to her with his hand out.

"We have to go Erza. I'll walk you back to your cell."

Erza simply stood up and followed the crowd. Jellal followed her, still concern for her. Upon arriving to her cell, Erza looked up, Sho and Millianna were next to Uncle Rob having a conversation. She didn't acknowledge them as she went to her usual spot and sat down. Jellal who followed Erza to her cell, saw the old man and quickly walked over to him.

Uncle Rob stared at the blue haired boy. "Yes?" He asked.

Jellal bowed his head in respect as he said. "Sir um. Your friend, Ben, was taken away today in the afternoon after trying to protect me." He then looked at Erza who was still sitting down looking at the floor. "Erza seemed to be taking it hard. So I decided to make sure she came down to her cell safe."

Uncle Rob motioned for Sho and Millianna to go away as he stood up. He placed his hand on Jellal's shoulder causing the blue haired boy to look at him.

"I heard about what happened." Uncle Rob smiled. "Don't blame yourself. Besides do you really think Ben would want you to feel guilty?"

"I guess not." Jellal said. "This Ben guy, seems to be a cool guy."

Uncle Rob nodded his head. "He is a very interesting little guy." He said, as he looked out towards the little hole that has the view of the port.

**Flashback**

It was midnight, and everyone was asleep. Well almost everyone, Uncle Rob, who was by the wall as always, was awake. For some reason he couldn't fall asleep. He finally closed his eyes trying to fall asleep. As he was dosing off, he heard someone muttering.

"Just a dream. Was just a dream."

Uncle Rob opened one eye, in front of him was Ben who was sitting and looked relived of something. Ben took a deep breath before he stared at the ground. Uncle Rob gave a small fake cough, getting Ben to flinch before he turned around to see Uncle Rob smiling at him.

Ben rubbed the back of his head as he said. "Sorry. Did I wake you up?"

"I was awake the whole time. But it seems you just woke up from a dream." Uncle Rob then asked. "Do you want to talk about it?"

"Uh. I don't know. It's kind of embarrassing." Ben said looking away.

"Nonsense." Uncle Rob started to slap the ground, motioning Ben to come sit next to him.

Ben stood up and yawned while he walked towards Uncle Rob. He sat down and crossed his arms.

"Well this dream is weird." Ben looked at Uncle Rob. "It goes something like this."

After explaining the same dream over and over again, Ben looked at Uncle Rob hoping the old man would be able to help him.

Uncle Rob stroked his beard as he was thinking. "So you had this exact same dream since you got here?"

"Yeah. Freaky right?" Ben replied.

Uncle Rob gave a small chuckle as he patted Ben on the shoulder. "What do you think it means?"

"I don't know." Ben shrugged his shoulders. "Maybe just a fantasy dream that I keep having?"

"I doubt it." Uncle Rob smiled. "You seemed like a boy with interesting gifts. Maybe this dream of yours is showing you your potential."

"My potential.." Ben repeated, lost in a trance. He quickly snapped out if it and smiled wide at Uncle Rob. "Well I will unlock this potential and promise to get us all out of here and live a new life!" He promised, his fist in the air.

**Flashback End**

"Um. Sir are you there?"

Uncle Rob came back to reality upon hearing Jellal speak. Jellal was standing next to him with his hands waving in the air to get his attention. He looked back at him with a smile. "Yes?"

Jellal put his hands to the side as he got Uncle Rob's attention. "Well I was wondering if I could stay here for the night? You know to keep an eye on Erza."

"Of course. The more the merrier." Uncle Rob replied.

Jellal smiled as he walked over to where Erza was, going to try and cheer the scarlet haired girl up. Uncle Rob sat back down as he watched Jellal walked in front of Erza.

_That boy has potential as well._ Uncle Rob gave a chuckle._ Maybe this generation will have the power to change the world for the better._ He wondered, as he started to think about Ben, Jellal and of course Erza. Ever since she got to the tower, he knew that Erza has an amazing potential of magic, hidden.

The scarlet haired girl, Erza, was still by the wall with knees to her chest. She missed him. Her first friend, the boy who gave her hope and thoughts that she never knew were possible. She sometimes wondered why her heart pounded hard when she walked with him, his usual grin always there. She clenched her fist.

_How can I be so stupid._ She said angrily at herself.

"Erza?" Jellal said trying to get her attention.

Erza brushed the tears off her eyes as she looked at Jellal who was standing. "What is it?"

"Well food will be coming in a little while." Jellal sat down. "Want to just talk while we wait for it to come?"

An hour went by, Jellal learned a little bit more about Erza, he found out that before she was taken she lived at Rosemary Village. Uncle Rob was her cellmate the first day and he looked after her ever since. She explained Ben's arrival and the small adventures the two had around the tower.

_No wonder she worries about him so much. _Jellal thought to himself.

Soon the food arrived, everyone in the cell ate dinner as they talked amongst themselves. Jellal introduced himself to Sho and Millianna, as they were surprised to see him in their cell. After dinner Uncle Rob gathered the kids as he prepared to tell them another story about Fairy Tail. Erza, however, wasn't really paying attention, she had only one person in mind.

_Ben please come back._ Erza thought.

Five days went by quickly as the workload intensified. It had been five days since Ben was dragged away, five days since Erza saw his smile, five days since she smiled and five days since Jellal joined their group. Erza would still blame herself for what happened to Ben. Uncle Rob tried to reassured her that she wasn't to blame. Though deep inside, Rob was upset as he knew exactly what was happening to Ben... That wasn't a consequence he would wish anybody, let alone an 8 year boy.

One night, everyone was asleep except for Erza. Erza sat by the gates of the cell hoping that Ben would return late night. Uncle Rob woke up, upon hearing her sob. He opened one eye and looked at her.

"Erza, child, you have to sleep."

She shook her head quickly. "Ben is still not back."

Erza seemed lifeless, as she didn't move from her spot by the gates of the cell. Jellal woke up, after noticing that Erza was not next to him. He looked at Uncle Rob and saw him staring at the gates of the cell, he followed his gaze, where he saw Erza by the gates. He walked over to her and put his hand on her shoulder.

"Come Erza. Get some sleep."

She looked at him with uncertainly, she felt a bit drowsy, but still. _He wasn't back yet._ She closed her eyes for a minute, resting them. A second later she felt someone attempting to pick her up. She quickly opened her eyes and got off Jellal's arm.

"I-I h-have to w-wait for h-h-him..." She sobbed, on her knees.

"I understand, but you need to get some sleep." Jellal whispered to her. "How about you take some rest, while I wait for him?" He suggested.

Erza looked at him before nodding her head. She crawled to a spot by the wall and lay down on the floor. She glanced at Jellal before closing her eyes. For a moment silence fell over the room, while Jellal looked out at the gate, he then looked at Uncle Rob who sat cross legged against the wall.

"Will he be back, gramps?" It was no more than a slight whisper coming from Jellal.

Rob with one eye open gazed at Jellal.

"Yes."

* * *

In a dark cell, on the ground was a badly beaten Ben. His whole body was numb from the punishment. A guard was standing on top of him with his whip in hand.

"That should teach you how to be respectful to your superiors." The guard said sternly as he put away his whip. "Be grateful we didn't kill you. Now get up, your going back to your cell."

Five days... For five days they tortured him, for five days he endured unimaginable pain. For five days he was thrown back into the darkness, alone, still he couldn't help, but grin. He was _finally_ being released back to his friends. A particular person was in his mind, he regretted leaving her alone, but now he was back.

The guard led Ben back to his cell, pushing him along the way. Ben's arms was behind his neck as he was excited to get back to his cell.

"Rest, slave. Tomorrow you will work again."

Ben was pushed into the cell and fell face first to the floor. He looked back at the gate to see it being locked. The guard walked away into the darkness. Ben couldn't help, but smiled.

"I am back."

It was no more than a whisper. For a moment, silence was in the room, but after a minute Ben saw a figure moving from the corner. As the person walked closer, Ben recognized the man, it was Uncle Rob. The old man said nothing as he helped Ben to his feet. He didn't react to the injuries Ben had in his five day absence. Some seemed fresh, while others had just started to heal.

"Welcome back boy." Ben simply gave him a grin as he looked around the cell.

"How is Erza?" He asked.

Of course that would be the first question he asked, what else? Ben continued to look around for the scarlet haired girl, he found her against the wall in a blissful slumber.

"She blames herself for what happened to you." Uncle Rob whispered.

"It wasn't her fault!" He blurted out.

Uncle Rob kneeled down to meet Ben at eye level. "I know Ben. She's been worried about you all week." He smiled. "She'll be ecstatic to see you again."

Ben looked back at Erza, he was glad that she was safe. By the corner of his eye he noticed a figure by the gates of the cell. The figure stood up and walked towards Ben. As the figure walked closer, Ben recognized the strange tattoo around the eye. Jellal stopped walking as he stood in front of Ben.

"Hey Blue!" Ben extended his arm. "How's it going."

Jellal eyes twitched upon hearing Ben calling him blue. "My name is not Blue!" Jellal crossed his arms. "It's Jellal. Jellal Fernandes." Jellal extended his arm out as he shook Ben's hand.

"Nice to meet you Jellal. My name is Ben Tennyson." Ben said before he glanced back at Erza.

Jellal noticed his glance towards the scarlet haired girl. "You know she's been waiting for you ever since you got taken away."

"Yeah. I've heard." Ben said as he crossed his arms.

Jellal let out a yawn. "W-Well I'm going to go to sleep." He started to walk back to his spot by the gate. "Let's talk tomorrow, okay Ben?"

"Yeah. Talk to you tomorrow Jellal." Ben replied as he headed towards where Erza was sleeping.

Ben sat next to the sleeping Erza, watching her sleep. He lay on the floor and looked at the ceiling.

"Soon. Freedom." He whispered to himself before dosing off.

* * *

The next day, everyone woke up, everyone except for Ben who was still sleeping. As Erza was waking up, she noticed a familiar person sleeping in front of her. She blinked a couple of times before she widened her eyes upon recognizing Ben sleeping right in front of her.

"B-Ben?" She said, confusion and happiness was heard in her voice.

In response, she heard a soft snore from the brown haired boy. She smiled as her best friend was finally back. The scarlet haired girl went on her knees besides Ben and said softly.

"Ben wake up."

As usual nothing happened, she crossed her arms as he didn't wake up. After a minute of waiting, she did the only thing she would do, bop him in the head.

"I'm awake!" He shouted, shocked from the hit. He looked behind himself to see Erza standing over him smiling. Ben couldn't help, but smile back, happy to see her again.

Erza extended one arm out as she said. "It seems the trick still works."

"It does." Ben said, laughing. He accepted her arm, letting Erza help him stand up.

Ben looked out towards the gates before looking back at Erza. "So what's the plan for today?"

While the two were talking amongst themselves, everyone else in the cell was by the back of the wall just watching. Uncle Rob, Sho and Millianna were smiling, glad to see the group back together, while Jellal was just thinking about something else.

However everything stopped when they all heard someone opening the gates of the cell. They all turned their attention to the gates, opening it was a guard while behind him were two little boys. One of the boys had long dark brown hair, wore a sleeveless shirt and a pair of light pants. He was thrown into the cell first.

The next boy that was standing behind the guard with his arms crossed as he stared at the guard had spiky black hair, wore a white sleeveless shirt and a pair of shorts. The guard pushed him in before locking the gates again.

"One hour before work time slaves!" The guard yelled before walking away.

Everyones attention is at the two new boys in the cell. No one had seen them before. Awkwardness filled the room as no one said anything. The two new boys simply sat by the gates talking with each other. Ben and Erza seemed to read each other minds as they both stood up at the same time and walked over to the boys.

Ben was the first to greet them. "Hey there. I'm Ben." He pointed at Erza, who was behind him. "And that's Erza. What are your names?"

"Simon." The boy with the long dark brown hair said.

"Nice to meet you Simon." Erza said, smiling.

Simon stared at her for a minute before looking away blushing. The boy next to Simon stood up and introduced himself.

"The name is Wally." He said before extending his arm.

Ben accepted the handshake as he continued to talk to the two new boys, glad to make more friends.

Everything was normal, sadly they all had to work, but Ben didn't mind as he was glad to be with his friends again, glad to see Erza smile again.

**A Year and Half Later**

Days come and go fast as a year and half passed since Ben's return from the dark cell. Everyone in the cell gotten a lot closer over the year. Though the work load was increased over the year, it didn't break the group's spirit.

It was late in the afternoon, Uncle Rob was the only one in the cell sitting by the wall thinking. 6 months ago, the guards made a rule in which all kids must stay an hour later working in the worksite.

"Time sure does go by fast." Uncle Rob said to himself, remembering the first time he saw Erza then Ben, then the rest of the small family.

He chuckled, recalling an event that happened a couple of months ago with Ben and Jellal.

**Flashback**

Sitting in the middle of the cell were Jellal and Ben, between them was a board game. No one knew how Jellal was able to get it, but they didn't care as they had something to do now. Everyone watched the match between Ben and Jellal, though they all knew who would win, Jellal was an expert in the game. However that day, everybody was surprised at what happened a couple of minutes later.

"I win!" shouted an excited Ben.

Everyones eyes widened, Ben always lost to Jellal every time he faced him in the game. Jellal was always one step ahead of him.

"You didn't win!" shouted Jellal as he stood up. "You must've cheated!"

"Stop lying blue!" Ben shouted back, standing up to meet Jellal.

"Don't call me blue!"

In what seemed like a second, both boys quickly held on to their own heads as a familiar scarlet haired girl was standing over them with her fists out.

"Hey! Why did you-"

Ben quickly gulped as he saw a death glare from Erza. He noticed his friends, who were behind her, holding back their laughter, while Jellal tried to make his escape from the distracted red haired.

"Where do you think you're going?" Erza said as she stopped Jellal dead in his tracks.

Ben grinned as his friend was now in trouble with Erza.

Jellal scratched the back of his head as he said. "Erza! I didn't see you there."

Ben rolled his eyes at the lame excuse. However his grin quickly vanish when Erza grabbed him too.

"Were you two fighting?" She asked.

Ben and Jellal looked at each other, both having the same answer in mind. "No?" They said in unison.

Erza bumped their heads to each other and glared at them. "Don't lie to me."

"Fine. You want the truth?" Jellal pointed at Ben. "Brownie boy here cheated!"

"Don't call me that!" Ben got into Jellal's face. "I won fair and square. And you know it!"

Again, Erza gripped their shirts before slamming their heads to each other.

"We are all friends and remember friends don't fight." She said.

Both boys looked at each other again, Ben decided to just give in to Erza, but it seems Jellal thought about it differently.

"I am not friends with a cheater!"

Ben sighed before he shouted back. "Just accept you lost, you dumb-"

Before Ben can finish his sentence, Erza once again slammed their heads before dropping them to the ground.

"Friends right?" They both shivered at the sight of the evil glare.

"Aye!" They both said, putting their arms around each other necks, pretending to get along.

**Flashback End**

"Those kids. They act like a family." Uncle Rob said quietly as he waited for the kids to return.

An hour later, everyone walked back to their cells where they were greeted by the old man. Simon, Wally, Sho and Millianna were playing the board game watched by Uncle Rob and Erza, while Ben was walking over to Jellal who was sitting by the gates.

"You wanted to talk to me?" Ben said as he sat down next to Jellal.

"Yeah, but keep your voice down." Jellal whispered as he looked at the rest of the group who were by the wall.

Ben nodded his head. "What's up?" He whispered.

"I need you to gather everyone to the cell besides this one, tonight." He then asked. "Think you can do that?"

Ben raised a brow as he looked out of his cell. "And how are we going to get to the other cell?"

"The guards usually leave the gates unlocked on this day." The blue haired boy replied.

Ben was still a bit confused on what Jellal really wanted. So he asked. "Why can't we just talk in here?" He looked around their cell.

"Just do it Ben." Jellal ordered, he then smiled. "I promise you're going to like what's going to happen."

Ben sighed. "Which is? You're not giving me much information here."

"Freedom." Was all Jellal said before he walked over to watch the game with the others, leaving Ben speechless.

_Freedom?_ For some reason, Ben never thought about freedom for a long time. He crossed his arms as he continued to think about it.

_Has Jellal really found away to escape this place?_ He then looked at Erza who was laughing with the others. _Then maybe we can join that guild that Erza always talked about._

Ben grinned as he imagined all of them joining Fairy Tail and becoming the best wizards in the guild. As he walked over to the rest of the group, he saw Jellal looking at him, Ben gave him simple a reply by nodding his head. Jella grinned as Ben sat down next to Erza and watched the game between Uncle Rob and Simon.

Hours later, it was midnight and Ben couldn't wait to get the group to the other cell to talk about the plan. He waited for Jellal to stand up and silently moved around the cell until he reached the gate. A guard walked by, causing Jellal to hit the floor quickly, to avoid being caught. After a minute, Jellal stood up quietly again and opened the gates slowly. Ben counted to 30, before he started to make his move.

Ben crawled over to Sho and Millianna who were sleeping peacefully. He gently shook them, trying to wake them up. They both opened their eyes slowly.

"Guys. Go wake up Wally and Simon. I'll go get Erza." Ben whispered. "Meet me by the entrance of the cell."

Sho and Millianna looked at each other confused, they shrugged their shoulders as they followed Ben's orders. Ben then stood up and walked over to sleeping Erza.

"Erza wake up." He whispered, gently moving her shoulders.

Erza woke up as she felt someone touching her shoulder. She looked up to see Ben smiling. "B-Ben? What is it?" She asked.

"Follow me. We got a meeting to go to." He said as he walked over to the gates.

Erza raised a brow. "A meeting?" She shrugged it off as she followed Ben to the gates.

A few minutes later everyone except Uncle Rob gathered around in a circle in a different cell. Everyone except Ben and Jellal were sleepy, Jellal knew he had to make it quick to get their attentions.

"Okay Jellal were all here." Erza started.

Simon nodded his head. "Yeah, so what's this meeting about?" He asked.

Jellal stood up and walked in the middle. "Guys, we have been here too long. I have come up with an idea that can get all of us out of here."

Wally face palmed upon hearing that. "Is that really why you dragged us here? An escape?" He sighed. "You do know what happens when someone tries to escape right?"

Ben and Erza stared at the floor, remembering the two boys who were killed for attempting to escape. Sho and Millianna didn't know exactly what happens, but they had a good idea and it made them shudder in fear. Simon was just neutral as he stared at Erza, ignoring everyone else.

Ben stood up. "Wait, let's hear him out first." He encouraged. "Maybe he does have a good plan."

"B-But Ben.. Wally has a point." Erza said, tugging on her shirt.

"Erza.. This is a chance that we all been waiting for. Freedom." Ben replied. "Let's just hear him out."

Everyone got quiet as they thought about it. They all knew Jellal, he was the smartest one in the group, but can he lead them all out of the tower without trouble was the question.

"I think we should hear what Jellal's plan is." Sho suggested.

Millianna nodded her head. "Yeah. Me too."

"Great!" Ben then looked at the three who didn't answer. He looked at Simon first. "So what do you say Simon?"

"Well. As long as we get to decide after he tells us, then I see no problem." He said.

Ben grinned at Simon before looking at Erza. She didn't say anything for the moment. Ben hoped she will agree, because she was the one who gave him the idea of freedom.

"I-I guess we can hear Jellal has to say." She finally agreed.

Ben smiled as one of his best friends agreed. He then looked at Wally who was the only person left to decide.

Wally gave a cough before telling them. "Alright. I'll listen to what Jellal's plan first."

Ben nodded his head before he looked at Jellal who gave him a grin. "Well the floor is all yours." Ben said before he seated next to Erza.

"Alright. The plan is very simple." He pointed to the open small window that shows the dock. "During one late night when the guards pass our cell we will quietly walk towards the docks and take one of their boats." He looked back at everyone, who were all looking at him attentively. "Then we just navigate it to the main lands."

The blue haired boy waited a minute for the plan to sink in before asking. "Any questions?"

"That's it? That's your big plan?" Wally stood up, furious. "Walk towards the dock and take a boat without the guards noticing? Are you crazy?"

Everyone else looked at each other, the plan was dangerous. The chances of getting caught was very high. But if they didn't get caught, then freedom was there waiting for them.

Ben stood up and faced Wally. " It's a good plan. Besides I bet Jellal thought about the guard situation." Ben turned towards Jellal. "Right?"

"Yeah." Jellal nodded his head. "I overheard a guard complaining to his pal about the shifts. Apparently there is only one guard overlooking the docks. We can easily overpower the guy and take the boat before any reinforcement comes. Or we can just be sneaky and take a boat without him looking." Jellal separated his hands. "We will see when the time is right."

"Okay. But what about the rest of the guards?" Simon was the one to speak. "Surely you don't think we can go down the floors without any guards spotting us."

"That's exactly what I am thinking, Simon." Jellal said as he pulled a golden key out of his pocket. "I was able to pickpocket this key from a guard earlier this week."

"A key? So were going to be going through a secret door?" Erza asked, confused.

Jellal grinned. "Yeah, it's basically the room where the guards eat lunch. Which will be empty in the night time." Jellal crossed his arms as he explained. "Apparently the guards room also has their own little stairwell which we can use."

Ben was shocked, Jellal was really prepared. "Well then count me in. This plan is genius, Jellal."

Surprisingly Simon and Wally agreed with Ben along with Sho and Millianna. Everyone looked at Erza who was thinking about it.

"It is a good plan." The scarlet haired girl looked at everyone. "But what about gramps? We can't just leave him behind."

Ben's eyes widened as he finally realized that Uncle Rob wasn't in on the plan. He respected the old man and treated him like he was his grandfather.

"S-She's right. Gramps, did a lot for me when I first got here. We can't just abandon him."

Jellal placed his hands on Ben's and Erza's shoulders. "I told him about the plan. He said that we should do it."

"And what about him?" Erza raised a brow. "He didn't want to join us?"

Jellal shook his head. "He said he would drag us down. Trust me, I respect the old man as much as you guys do."

Ben nodded his head, but he was thinking the opposite. That doesn't sound like Uncle Rob. Or maybe the old man changed his mind?

He sighed a bit upset. "Okay. So when are we doing this?"

Jellal took a deep breath before he replied. "Tomorrow night."

Everyone's eyes widened. It was too soon. They expected it would be a week from now, but tomorrow? That's in 24 hours.

"What about the details of the plan?" Wally asked, nervous about the date as everyone else was.

"It's all in here." Jellal said, pointing to his head. "We will be out of here in 24 hours."

Erza and Ben looked at each other. They've been talking about freedom ever since they met each other. And now it's supposed to happen in 24 hours, was it possible?

Jellal started to walk outside the cell before he whispered. "Come on the coast is clear. Let's get back to our cells."

Everyone quietly walked back to their cells and went to their respective places. Ben and Erza lay in front of each other, face to face.

"So.. Tomorrow." Ben whispered. "We have a shot of getting out of here once and for all."

"Yeah." Erza replied, before she looked away. "I don't why I feel sad. I should be happy that we get to leave this prison forever, right?" She looked Ben in the eyes.

"I know how you feel." Ben looked at Uncle Rob, who was sleeping by the wall. "We can't leave him behind."

"So what are we going to do?" She asked.

Ben gave her a smile. "I'll convince gramps to come with us. Simple as that."

"You really think you can do that?" Erza asked, hoping the answer would be a yes.

"Of course." Ben grinned as he boast. "I've been told that I can sweet talk almost anybody."

Ben gave a light a chuckle, but stopped when Erza hugged him, he felt some tears coming from her eyes, dripping to his black shirt. "Thank you." Was all she said.

Ben hugged her back as he whispered in her ear. "I won't let anything happen to you. I promise."

The next day, everyone woke up excitedly and nervous as it was the day they would escape. Ben, surprisingly was not the last to wake up, Erza was. When Ben woke up he gently let Erza go, not wanting to wake her up, and then he stood up.

_Okay first thing I gotta do is convince gramps._ He thought to himself as he looked at the spot where Uncle Rob usually sleeps. His eyes widened when he wasn't there. Ben looked around the cell and noticed that he wasn't in the cell at all.

"Where's gramps?" He blurted out.

"You just missed him." Sho replied as he walked over to Ben. "A guard came and told him to go somewhere."

Ben cursed himself for not waking up earlier. Now he had to wait for Uncle Rob to come back from wherever the guard took him.

As the rest of the group woke up, Jellal gathered them around as he said. "Today is the day. Later tonight, after the guards check our cells we will make our escape."

As Jellal continued to give his speech, Ben ignored it as his only thought was keeping his promise to Erza. Convincing gramps to go and also protecting Erza while they escape.

Ben hoped he would find Uncle Rob in the worksite, but unfortunately for him, he was nowhere to be seen. The day went by very quickly as the group was lead back to their cells.

Again, Uncle Rob was nowhere to be seen in the cell. This got Ben worried, where was he and how was he going to convince the old man to come with them.

Finally, in middle of dinner, Uncle Rob returned to cell. Everyone looked at him, they were surprised to see him normal with no bruises, as some thought he was being punished for something. Ben quickly walked up to him and said lowly so that no one but him can hear.

"Gramps, we need to talk."

Uncle Rob raised a brow before he nodded his head. The old man lead Ben to his usual spot before sitting down.

"Yes, Ben?" He asked. "Is something wrong?"

"Well, I'm sure Jellal told you of our escape plan that is happening later tonight, right?"

Uncle Rob smiled as he knew where this was going. "Yes. He informed me two days ago."

"Well then, why aren't you coming with us? We all love you gramps and we can't just leave you behind." Ben said. "Is it because the plan is bad?" He asked, nervous of Uncle Rob's answer.

Surprisingly, Uncle Rob laughed at Ben's uneasiness. "The plan is fine, Ben. But I'm so old that I can barely run without getting tired after a minute." He stroked his beard. "If I was a few years younger then I would've probably decide to go with you. But as I am right now, I would only slow you down."

Erza who overheard the conversation quickly walked up to Uncle Rob. "Gramps, don't worry. We will help you, just come with us. Please!" She begged.

"Erza... I remember when you first came into this tower. You were just a little girl, but now look at you, you have the heart of an angel and know how to keep everyone in line." He pulled her in. "I love you."

Ben looked down as he failed Erza. He understood why Uncle Rob didn't want to come, but still he hoped that he would change his mind.

"Ben." Uncle Rob said catching his attention. "You were just a jokester, smart-mouth, kind young boy when you first came in. Now look at you, your still the same boy, but you care about your friends and will do anything to protect them." Uncle Rob pulled Ben to his other side. "Don't ever change. Both of you."

Erza wiped away her tears as she replied. "We won't."

The three stuck together for the rest of night before it was time to get ready to escape. As the moon rose to the air, everyone got into their positions. First thing they had to do was wait for the guard that usually passes by the cell go. They've waited for an hour, nobody showed up.

"What do we do?" Sho whispered towards Wally.

"Don't look at me." Wally pointed towards Jellal. "Jellal, what's the plan. No guard showed up."

Jellal sighed. "Just be quiet and act like your sleeping. The guard will pass by, just give it some time." He whispered back.

Five minutes pass, before a guard finally walked by. The guard looked stopped in front of the group's cell. He made sure everyone was in their cell before walking away to the next. Jellal stood up with his hand out, motioning everyone to stay where they are. He peeked outside the cell, watching the guard go to the next floor.

"Okay." Jellal slowly opened the gate of the cell. "Let's go."

Everyone quickly and quietly stood up, they all walked out of the cell except for Erza, who looked at Uncle Rob.

"Go Erza. Be free." Uncle Rob said.

Erza smiled and bowed one last time. "Thank you for everything, gramps."

* * *

So far the plan was going well. Everyone was able to sneak through the floor without waking anyone up. As Erza caught up to them, Jellal tried to navigate the way towards the guard's room, which was located in the same floor. He remembered the way and started to make a turn.

"This way." Jellal whispered as he lead the group around the floor.

They walked a couple more feet before stopping in front of a door. The whole floor was dark, but the group was able to see a reflection of light at the doorknob. Jellal pulled out the key from his pocket and quickly inserted it inside the keyhole. He smirked as a clank noise was heard.

"Is it unlocked?" Ben asked going in front of the group and stood next to Jellal.

Jellal pushed the door slightly open, answering Ben's question. The lost hero helped pushed the door as far as possible. Both Ben and Jellal quickly walked in the room, making sure no guards were there. Everyone else soon followed as Jellal continued to lead them around the room.

"Um Jellal." Erza said. "Are you sure, you know the way?" She stopped moving as she looked around the room. "You're just leading us in a circle."

Jellal continued to walk until he found another door. "Yeah it's behind this door. Come on." He ordered.

The group opened the door, behind it was a stairwell. Everyone grinned as Jellal's plan was actually working!

"See what I told you guys." Jellal boasted. "Do I know what I'm doing or what."

Ben rolled his eyes as he lead the group down the flight of stairs. "Let's keep moving."

"Yeah we just need to go to the end of these stairs, it leads right to the docks." Jellal told them, as he followed Ben.

Sho and Millianna continued to walk down the stairs, but Simon, Wally and Erza stopped at the entrance.

"What is it guys?" Erza asked. "Were almost there."

Simon smiled at Erza. "Yeah, but don't you think.." He stopped, as he didn't know how to say it.

"Think what?" Erza questioned, she was confused of what Simon was trying to say.

"The plan." Wally finished. "This whole thing. It's too perfect."

Erza crossed her arms. "Yeah, because Jellal thought this through."

Wally and Simon looked at each other. "We just have to be careful. That's what were saying." Wally replied.

Erza thought about it before walking down the flight of stairs, followed by Simon and Wally.

_The plan is working. So why are they thinking twice about it._ Erza thought to herself as she tried to catch up with the rest of the group. _Jellal thought this through_.She thought, reassuring herself.

She stopped thinking as she heard Ben's voice. "Locked?! What do you mean locked?" He sounded angry and confused.

"You know what I mean. Locked means locked." Jellal replied, trying to stay calm. "Now keep it down while I try to think a way around this."

Ben however thought it differently as he pulled Jellal to his face, holding his collar. "You said you thought this through. Now you're telling us that you got to think again? While were stuck here in a stairwell that is only useable by guards?"

"It's not my fault they locked this door." Jellal pushed Ben away from him. "Now shut up."

"We thought you had this whole tower figured out." Ben snarled. "But no. You don't and you're risking all of our safety."

"Well excuse me for trying to get us free." He replied.

Ben raised his fist ready to hit the blue haired boy. However Erza quickly intervene, as she stepped in middle of the two. "Ben relax." She turned towards Jellal. "You have another idea?"

Jellal didn't respond for a minute. "Yeah. I think I figured it out." He finally responded. He pointed up. "If we get out one floor level higher we can quickly walk to the normal stairwell and go down that way."

"Alright. Then let's go!" Erza encouraged.

This time Erza lead the group upstairs before stopping in front of a door. Fortunately for the group it was unlocked, quietly they opened it not making a noise they slipped past it. Now on the second to last floor, they scanned the hallways, no guards was there.

"Alright follow me." Jellal said as he took the lead.

Ben quickly followed and caught up to Jellal. He let out a sigh. "Sorry about that Jellal. It's just that.."

Jellal smiled at Ben as they continued to walk the floor. "I understand why you were mad." He looked back and looked at Erza before looking back at Ben. "You're just looking out for her."

"Yeah..." Ben said before looking away, blushing.

"Trust me Ben. We can get through this." Jellal encouraged.

Ben nodded his head as they lead the group across the room. So far so good, as no guards were by. Jellal cautioned the group to walk by the wall, in order to not be seen by anyone. Everyone continued to walk, the stairwell was in sight, however Jellal immediately stopped, causing everyone else to stop as well.

"Why you stop? Is something wrong?" Erza asked, concerned.

Jellal looked back. "I thought heard something." He glanced across the floor, everyone else did the same thing, but they didn't see anyone or hear anything.

"You were probably just imagining it." Sho said.

"I guess." Jellal looked back at the group. "Let's just go, quickly." He ordered, as he started to walk quickly across the room.

Ben stood still as everyone walked past him. _You weren't the only one to hear that, Jellal_.Ben thought to himself as he continued to look back. Something wasn't right. His guts was telling him to hide.

He shook it off, quickly ran after the group.

"Okay guys, run quickly down the stairs." Jellal whispered as he took off, running down the stairs.

Everyone followed his orders, running down as quick as possible, ignoring the fact they made some noise. As they reached the last floor, Jellal scanned it, trying to find the way to the docks.

"I see it!" Erza exclaimed, pointing to the right of the floor. "The opening, it's right there."

Everyone else looked where she was pointing and smiled, she was right. Now the only thing to do is to get their quickly and quietly. Jellal put his finger on top of his lips, motioning the group to make no noise. He then lead them across the room, walking towards the opening.

"Were actually going to escape." Millianna said quietly to Sho who was smiling at her.

Simon whispered to Wally. "Seems were going to do it." Wally simply nodded.

Ben looked at Erza who was focused on the opening that was near them. They've waited for a long time to do this. And it was finally happening. He couldn't help, but smile as he said to the scarlet haired girl.

"Next stop, Fairy Tail."

Erza smiled, she couldn't believe it, but they were actually going to do it.

As everyone had smiles on their faces, and continued to walk down the hall, Ben couldn't help, but think about the noise he and Jellal heard.

_Probably just our imagination._ He thought, as he didn't want to discourage anyone, since they were this close.

"Alright only a couple more feet and were there." Jellal said.

Everyone quietly cheered as they could now see the opening and what's outside of it. As if fate was not on their side, footsteps were heard behind them. Everyone quickly stopped in their tracks as they looked behind them.

Three figures were running, with what seems to be lanterns that were lit and whips on the the other hand.

"Run!" Jellal said, as he started to dash to the end.

Everyone started to run full speed, they weren't going to let the guards catch them. They came so far to lose it all.

While she was running, Erza tripped on a rock, falling face first to the floor. Everyone stopped and looked back.

"Go without me!" She yelled to the group. "Please don't get caught."

Everyone looked at each other unsure what to do. Ben started to sweat as time was running out and the guards were right on their tail. He looked at the group.

"Go! Run!" He said, he looked at Erza. "I'm going to go save Erza. Get a boat ready for us."

Ben ran back towards Erza, who was surprised to see him. As Ben was helping her stand up, Jellal restarted to run.

"You heard Ben. Let's go!"

As they vanished outside, Ben got Erza to stand up straight. "Can you run?" He asked quickly, as he looked back.

"I think I can." She replied, trying to run, but immediately stopped. She quickly grabbed her ankle. "I think I sprained it." She said, in pain. "Just go without me Ben."

Ben thinking on his feet, he picked Erza up bridal style, and started to run towards the exit. "No way. Were leaving this place together. Like I promised."

He wasn't going to let anything happen to her. The lost hero continued to run, just a few feet away from the opening towards the dock. However he immediately fell to the floor, dropping Erza as he was being electrocuted.

"N-No.." He said, in fear. Ben looked back only to see the three guards standing over him and Erza.

"What about the rest?" One of the guards asked.

"You mean these slaves?" A new guard appeared with everyone else in front of him. He pushed them towards the floor where Ben and Erza was.

The fat guard with a green coat and mask appeared from the shadows. He shook his head at Ben and his friends.

"Did you really think you could escape?" The fat guard laughed. "Stupid brats."

Ben stared at the ground. It was over for them.. Now they would die... or even worse. He buried his head into his legs. _I failed.._ He felt useless, can't do anything right.

"We are on a very strict deadline with the R-System!"

Ben and everyone else was cowering in fear, tears were streaming down their faces. Millianna hid behind Sho, who was crying his heart out. Wally was kneeling on the ground, staring at the guards. Simon and Jellal were bleeding, but still they looked ready to fight. However what hurt Ben the most, was seeing Erza trembling next to him. He looked in her eyes, he could no longer see hope, only fear.

"But! Just for today, I'll settle for just one of you!"

Ben looked at the guards, this got his hopes up. If he had to choose between enduring torture or hearing the screams of his friends, well then it was an easy choice.

"So, who was the mastermind behind this escape?" The fat guard crossed his arms as he explained. "Remember only one of you needs to come with us, while the rest of you is free to go back to the cells."

Ben disgusted the way the guard was doing. They had to sell out one friend, just to live on in this prison.

"Am I benevolent or what?" Causing the other guards to laugh, that echoed through the halls.

Jellal stared at the ground, not moving an inch. He didn't know what to do. Ben glanced at him, Jellal was his second best friend. Not knowing what to do, Ben looked at Erza, his eyes widened when she stood up.

_No! I won't let you!_ He thought to himself as he quickly stood up in front of Erza.

"I..." Erza began whispering.

"It was me. I planned it all, and I encouraged them to join me." Ben said without flinching.

Everyone turned into a shocked silence as the group stared at Ben. The fat guard looked at Ben carefully, trying to find if he was telling the truth. Jellal gritted his teeth, Ben was taking the fall for him again!

Ben continued to stare at the fat man, waiting to be taken away.

"Is that so?"

Ben flinched, the tone of voice suggested nothing good. He noticed that he was staring at his friends. The fat man smirked behind his mask as he quickly lunged forward and grabbed Erza out of the floor.

"It was this girl, wasn't it?"

Ben could only stare in shock. Are they going to take Erza away? He looked at Jellal who stared back at him.

"No!" Jellal stepped forward. "It was me!"

The fat man simply laugh as he pushed Jellal to the floor. "I'm sure it was." He looked at his helpers. "Take this girl to the top floor."

As the guards nodded their head and grabbed Erza by the arms, Ben rushed forward. He wasn't going to let this happen. He attempted to punch one of the guards dragging her, in the back but was caught by another guard. He got slammed to the floor and was held down.

"ERZA!" Ben yelled, trying to get free.

"Don't worry I will be fine." Erza whispered in a shaky voice.

Ben watched in desparation as he realized he couldn't do anything to save her. Jellal was already on the ground with a spear near his face. Ben looked back and yelled.

"Just hold on Erza! I will save you! I swear I will protect you!"

Erza gave a small smile as she nodded her head. A few tears was coming down as she was disappearing in the dark.

The fat man looked back at the rest of the group. "Get these slaves, back to their cells."

As the guards made everyone stand up and pushed them towards the stairwell, Ben looked at the ground.

Unknowingly, the mysterious watch he had was slowly changing colors, the blue started to disappear as the green started to shine.

"I will save you Erza. I promise." He said to himself.

* * *

**A/N: Oh boy! Erza's been captured.. Can Ben save her and escape this horrible prison-tower once and for all? Who knows..**

**I also want to give my thanks to all those who reviewed/favorited/followed. It means a lot so thank you.**

**If I made any grammar or spelling error please tell me!**

**Next Chapter: Escape Towards Freedom (Part 2)**


	4. Escape Towards Freedom (Part 2)

**Author's Note: I apologize for taking a month to upload. But I just finished my midterms so I can now get back to updating! Here's the 4th chapter, hope you enjoy it!**

* * *

**Escape Towards Freedom (Part 2)**

Watching Erza being taken away and unable to do anything about it hurt Ben. As the guard forced Ben to stand up, everyone else was led back to their cells.

"Erza..." He mumbled.

Ben didn't move from his spot instead he just stared at the dark hallway where Erza was dragged away. He wanted to go after her, but with the guards behind him he knew it would be foolish.

"Move slave!" The guard yelled. He pushed Ben forward with force, annoyed with the brown haired boy not moving. Even after being pushed, Ben didn't move as he mumbled the scarlet haired girl again.

The guard took out his whip and pointed it towards Ben. "Move or you will face punishment for disobeying my orders." He threaten.

Ben glared at the guard before he started to follow everyone else.

* * *

It was a long and quiet walk back to the cells. No one talked as their only thoughts was fear and sadness.

"Get in!" The guard ordered, opening the gate of the cell.

Everyone walked in without talking back. There was no point in doing anything. They got caught and now Erza was the person to pay the price. Before the escape plan they had hope, but now that is all gone, only one person still had escape in his mind. However he must first save his best friend, but he had no idea how to get her out of the clutches of the guards. Ben simply sat by the wall, alone, as he tries to think of a way to save her.

The brown haired boy glanced at the back of the cell, watching Sho and Millanna crying with Uncle Rob comforting them. He then looked at Wally and Simon who were just talking amongst themselves, though he can't hear what exactly they are saying, the face expressions showed anger and disappointment. Then he looked at Jellal, the blue haired boy, the one who came up with the plan. Jellal glanced back at Ben, not showing any emotion.

A couple of minutes passed by before Uncle Rob stood up. He walked to the middle of the cell, getting the attention of everyone in it.

"It has been a long night. Let's all get some sleep." He said in a calm tone.

Everybody agreed they all went to their normal sleeping place. Ben was already laying on the floor, he looked to his right, the spot where Erza usually slept. He touched the ground, imagining Erza next to him.

_Stay strong Erza. I promise I will get you back. _The lost hero thought to himself, as he started to dose off to sleep.

Ben quickly opened his eyes as he heard yelling, he looked up and saw the celling falling in. Ben was already on his feet as he dodged a piece of a pillar.

"Guys wake up!" He yelled, still looking up.

Not hearing any response, he glanced around him and noticed he was not in his cell. The room was different, everything was hi-tech, it seemed familiar yet he knew he has never been in this room ever in his life.

"Ben wait for us!"

Ben quickly looked at the source of the voice. It was the red haired girl with the black vest. Ben recognized her from before, her name was Gwen.

_Am I dreaming again?_ He wondered.

Ben quickly stopped thinking as he felt everything was shaking once again. He saw Gwen and Kevin running, out of instinct he followed them.

"I remember now." Young Ben started to explain to himself. "Every time I dreamt of this, I would always wake up after the first earthquake." He quickly grabbed hold of a pillar as the HQ was shaking again. "Another earthquake and I'm still here." The young brown haired boy shook off his thoughts as he tried to follow the group.

Another broken pillar started to fall down on him, but he quickly evaded it. He grinned as he was catching up to the group. As he was running, he noticed how the HQ was practically destroyed since the first time he saw it. All the computers were being destroyed with each screen exploding one after another. The elevator was already broken, as it was stuck on top of the floor. The floors were starting to crack.

Young Ben looked up at the fallen celling, through a gap he saw a green like energy field being projected. Beyond it was just a dark, black sky.

"What the heck is going on?" He shouted, a bit startled from everything that is happening.

Of course no one heard him, to them he was a ghost, can't be seen or heard. It didn't stop him from running after them. As he finally reached the last step of the stairs he looked to his right. There were Plumbers running around, some were panicking others were gathering their weapons. The lost hero was going to walk over to them, but then the HQ started to shake once again stopping him in his tracks.

Young Ben quickly grabbed hold of the rail of the stairwell. "Why does this place keep shaking?" He asked.

Across the room, an explosion was heard. A door that was near the explosion was sent flying and aimed at Young Ben's head. As it went through his head, he sweat dropped as he was simply confused of the place he was in. As the debris of the explosion started to fade away, he spotted a huge figure walking through the smoke. His eyes widened as he was able to see the figure. The figure had a face of a squid, red eyes glowing. The squid alien wore red armor, a golden gauntlet on his left hand and a sword on his back.

"What the heck are you?" Young Ben asked.

Suddenly Kevin, Gwen and Older Ben appeared out of nowhere, all of them shocked at the Squid alien sudden appearance. Older Ben however walked until he was a couple of feet in front of the alien.

"Vilgax." Older Ben narrowed his eyes. "Should've known it was you."

"Out of my way Tennyson." Vilgax ordered, trying to walk past him.

Young Ben can feel the tension between the two, he wondered if they had history. Answering his question, Older Ben activated the Ultimatrix and quickly slapped down the dial causing a huge emerald light to appear, blinding everyone for a moment.

In his place was a tall humanoid alien, whose body is made of magma. The alien's head was completely surrounded in fire. The Ultimatrix symbol was on his chest.

"**Heatblast!"** shouted Ben, in a deep voice.

"So cool!" Young Ben said, impressed with the flame alien's appearance.

Vilgax however seemed unfazed of Heatblast appearance, instead he continued to walk past him, trying to ignore him. Heatblast had different plans as he formed flames in his hand and turned it to a fire ball and quickly launched it at Vilgax, causing a small explosion that covered the warlord.

"You're not going to destroy this HQ anymore." Heatblast said.

"Fool!" Vilgax roared as he emerged from the fire ball unharmed.

Heatblast cocked his shoulder back before he launched a stream of fire towards Vilgax. However Vilgax didn't feel anything, the squid alien launched himself at Heatblast, slamming him to the floor.

Vilgax stomped his foot on the Pyronite's stomach over and over, creating a small crater. Before he could stomp his foot again, a pink energy blast hit him straight in the chest causing him to stumble back. Vilgax looked up to see Gwen with her hands up charging another energy blast. Kevin then came out of nowhere, armored up, created a hammer and smacked Vilgax with it, sending him flying across the room.

"Come on Tennyson, today is not the day you want to go easy." Kevin said, as he helped his friend get on his feet.

Heatblast shook himself off before he eyed Vilgax across the room. He then slapped the dial on his chest, changing forms to...

"**Four Arms!"**

Vilgax snarled at the trio, running at them with his sword in hand. Four Arms slammed his fist on the ground causing a strong shockwave making Vilgax fall a bit stunned from the attack. The Tetramand charged at Vilgax, hitting him with his shoulders sending him to the air. He then grabbed Vilgax by the legs and started to swing him around before he launched Vilgax towards the elevator. As the glass of the elevator shattered into pieces, Vilgax stood up his eyes glowing red showing anger.

"That is it!" He yelled, shooting red lasers from his eyes aiming it at Gwen.

Gwen quickly created a pink energy shield, but the lasers broke through it and hit Gwen, knocking her to the floor.

"Gwen!" Kevin shouted, he ran at Vilgax with changing his hands to a hammer again, before he can land a hit Vilgax grabbed Kevin by the arm and threw him at some of the computers across the room, breaking them in the process.

Vilgax then glared at Four Arms, charging with his sword pointed at the Tetramand. Four Arms didn't show any signs of fear, as he ran towards Vilgax with his fists up ready to deliver a blow.

"Stop it! Both of you."

The two were inches away before they heard someone yelling at them to stop. They looked at the source of the voice, it was Grandpa Max in his plumber's suit.

Grandpa Max walked in the middle between the two with his hands on the two aliens pushing them back a little.

"Vilgax you're not here to fight Ben." Grandpa Max reminded, before he glanced at Ben. "Ben relax, Vilgax is not the cause. As ridiculous this sounds he is hear to help."

Four Arms turned back to regular Ben, who raised a brow at his Grandpa.

"Vilgax is here to help?" Ben questioned, pointing at Vilgax. "The same Vilgax who attacked us during that summer? The same Vilgax who wants the Omnitrix and destroy Earth?" Ben crossed his arms in disbelief. "Are you serious Grandpa?"

Grandpa Max sighed, he understood what Ben was getting at. "Yes Ben. This threat does not only affect us, but it affects every other planet out there." He replied.

"Including Vilgaxia." Vilgax added, as he put his sword on his back. "I'm not as happy as you are Tennyson, but I won't let my planet be destroyed by _them_."

Before Ben can reply, the HQ started to shake again, the small craters that were made by the battle between Ben and Vilgax started to crack. Gwen and Kevin quickly walked over to the group, who were baffled with the idea of Vilgax working with them.

"Grandpa what's going on?" Gwen asked.

When Grandpa Max was going to answer the question, a plumber ran to him. "Magister Tennyson, they have breached the armory room and are now heading here as we speak."

"Figures they would go for the armory room." Grandpa Max looked at Ben and the team. "Listen Ben, we need to get out of here while we still can. I will answer all your questions when we are safe and able to regroup."

Ben nodded his head in agreement. "Alright Grandpa. Let's do this." He replied.

"Tennyson, cut this conversation. I didn't come here to listen to this." Vilgax said, walking towards the evacuation room.

Everyone followed him, Ben however ran until he was walking side by side. "Don't think I won't be watching you Vilgax. Your planet may be in danger, but you have the tendency to trick us. So if you make one wrong move, then you're going to the null void while we save the universe." Ben threaten, giving his nemesis a hard glare.

"Trust me Tennyson. I want to protect my planet before I go back on conquering other planets and beating you." Vilgax smirked upon saying the last part.

Ben opened his mouth ready to say something back at the Warlord, but stopped when an explosion came from the door they were heading. Causing everyone to get in their defensive stance, as they stared at the smoke.

Young Ben was still behind the group, he walked a couple of steps forward trying to get a better view. In response, what seemed like lightning fast, a couple of lasers was shooting from the smoke towards the group. Three lasers were aimed at the young hero, he closed his eyes unsure what to do, he attempted to evade it but a laser went through his heart.

A second later, he found himself in sitting position breathing heavily. He gave a sigh of relief as he touched his chest, no hole.

_That dream. Why was it so different?_ He thought to himself, still sweating.

The brown haired boy almost jumped up when he felt a hand on his shoulder.

"Relax." Jellal whispered softly. "It's only me."

Ben looked behind himself to see Jellal standing, he noticed that the blue haired boy's eyes were different. Before when they were taken back to their cell, his eyes showed regret, fear and sadness. But now, his eyes shows confidence, strength and hope.

Jellal sat down next to Ben. "Do you remember that day where we all got to know each other better?" He asked.

"Yeah. It was the first night where we all hanged out." Ben said looking up to the ceiling.

**Flashback**

"Well my name is Ben Tennyson and I want to have adventures with my friends." Ben said.

Ben was with Jellal, Wally, and Erza. They were all in a circle while Simon, Sho and Millianna were playing a game.

Jellal nodded his head. "Okay so Wally Buchanan and Ben Tennyson."

"What about yourself." Ben asked.

"The name is Jellal Fernandes and I want to obtain freedom." The blue haired boy said.

Everyone looked at Erza who was the only person who has yet introduced herself.

"Um, well my name is Erza. Just Erza. And I want to join Fairy Tail with my friends." She said poking her fingers together.

Ben looked at Erza. "Wait you don't have a last name?" Erza shook her head.

"Well everyone needs a last name. It's who they are." Jellal replied.

Wally nodded his head agreeing with Jellal.

"Well I don't have one." Erza said a bit sad of the situation.

Everyone pondered as they tried to come up with a last name for Erza. They gave her their thoughts but she didn't like it.

"It's okay guys. I'll just be the person who doesn't have a last name." She said.

Ben walked around Erza, not ready to give up so easily. He noticed her hair and his eyes widened as he got it.

"How about Scarlet? Like your hair!" Ben said, grinning.

"Scarlet? Erza Scarlet. I like it" Erza replied smiling.

"It fits you." Jellal assured.

**Flashback End**

"I..I want to save Erza." Jellal confessed. "It was my fault that she got taken away." He looked at Ben. "I know you want to save her too."

Ben softly nodded his head. "I made a promise to her."

"So let's go save her." Jellal said, walking slowly to the gates.

"And what is your plan?" Ben asked, confused. He followed Jellal, standing behind him.

"Quiet." Jellal ordered, checking outside the gate looking for any guards passing by.

After a moment, he quietly opened the gate and walked out of it. He then looked to the left side and then the right side, no guards were in sight. The blue haired boy motioned Ben to come out, which the latter did.

"Which way do we go?" Ben inquired.

Jellal was already a couple of feet ahead of him. "Just follow me." He replied.

The two continued to walk through the halls quietly, not wanting to wake anyone up again. As the duo finally reached the stairwell, they stopped to think.

"What are we waiting for?" Jellal asked, about to walk downstairs. "She is in the dark cell, where they took you before."

"Are you sure?" Ben said, looking upstairs. "I remember when they took her away, the guard dragged Erza upstairs."

Ben quickly started to walk upstairs without waiting for Jellal to respond. The blue haired boy shrugged it off and followed Ben.

The two arrived at the final step of the staircase in a fast rate without making a loud sound. Before they could continue walking, they spotted a guard by the wall that happened to not be paying attention. Ben smirked, luck was finally on their side.

Jellal stuck out his hand and waved it down motioning Ben to attack. The lost hero quickly ran up to the unexpected guard with Jellal and were able to knock him down to the floor.

"Why you br-." The guard was cut off guard as Jellal took his spear and electrocuted him knocking him out in the process.

"I always wanted to do that." Jellal said with a toothy grin.

"It's not over yet." Ben said, looking across the hall.

Jellal nodded his head as he grabbed hold of the spear and held it on his right hand. The two continued to walk across the hall surprised that there were no other guards around. But they stopped walking when the hall separated into 2 different ways, a way to the right and a way to the left. They both looked at each other, knowing they have to separate.

"You go that way" Jellal pointed to the left side and then faced the right side. "I'll go this way."

Ben nodded and started to walk away, but before he continued he said. "Be safe."

"You too." Jellal gave him a thumbs up before he walked into the darkness of the hall.

* * *

_Where the heck is she?_

Ben was already double checking his side of the floor. He couldn't find Erza and he had no idea where she could be held. Ben knew he could go to Jellal's side and see if he found her, or he could go upstairs to the last floor and check there.

Confused on what to do, he looked to the right where Jellal's side was. He couldn't hear anything nor see anything, but darkness. Then he looked up in front of him where a staircase was, there was only one more floor of the tower.

_It wouldn't hurt to check._ He thought, already walking upstairs.

….

Jellal was walking down the hall with the guard's spear in hand. He was checking each chamber, looking for Erza or any signs of her, but no luck.

"I hope Ben is having better luck." He silently said.

The blue haired boy noticed the reflection of the moon shining through a gap in the wall. He walked to see the outside of the tower. Jellal noticed guards walking around outside, holding their post. He then looked up where the moon was, but clouds appeared out of nowhere blocking the moon and the light it shined.

Jellal sighed as he went back to doing on what he came here to do, finding Erza. As soon as he started to walk, he heard footsteps coming across the hall causing him to lift up the spear with both hands ready to strike. However he raised a brow as the footsteps didn't sound one a guard would make, instead it felt that if the person was running.

"Ben?" He said out loud.

The footsteps quickly stopped, upon Jellal speaking. Jellal sighed in relief, it was definitely not a guard, but it wasn't Ben either. So who could it be?

Slowly, Jellal walked across the room. "I'm not going to hurt you." He assured.

Finally a voice was heard. "Well that's funny, seeing as you have a spear in hand."

The voice was female, but it wasn't Erza's. Jellal wondered who it was and how she escaped.

"Trust me. I'm only looking for a friend." Jellal lowered the spear. "Now show yourself."

In response, a figure could be seen walking through the hall. Jellal opened his mouth about to say something, but closed it when the figure was walking towards him. Jellal couldn't get much detail of her because it was dark, but he noticed that the girl was his height and what gave her away was the white hair in a pony tail and her purple eyes.

"Now that you saw me, can I continue running?" She asked.

"Where are you going?" Jellal replied, he noticed she was in a hurry, but for what?

"If you must know. I'm going to leave this tower and live my life." She said, already walking past Jellal.

Jellal quickly grabbed her shoulder and pulled her back. "Do you even have a plan or is running all you can do? If the guards catch you, they will torture you or even worse."

The white haired girl simply rolled her eyes. "They won't catch me, if you let me go. My uncle should be here soon and I can't be late." She brushed his hand off her shoulder. "You're the one that should be worried if the guards catch you, because it seems you don't have a plan." She shot back.

Jellal was going to speak back, but the girl was already running across the hall leaving him behind.

"Can't lose focus." Jellal said, as he continued to look for Erza.

* * *

Ben finally arrived to the last floor of the tower. But before he could look for Erza, he heard guards chatting away causing him to hide in the shadows.

"Did you hear?" Guard 1 asked.

Guard 2 leaned against the wall with his spear on the floor. "Hear what?" He replied.

Ben didn't pay attention to the conversation, he was only praying that they would leave so he could continue his search. However one thing a guard said caught his attention.

"And apparently some brats tried to escape." Guard 1 said.

Guard 2 snorted. "Really? What's going to happen to them?" He asked.

"Well some red haired girl was the mastermind behind it. So they tortured her in the chamber room down the hall." Guard 1 smirked. "Her screams were heard all around the floor."

While the two guards laughed, Ben was getting angry. How could they laugh at an innocent girl being tortured? Ben only wished he had powers, so that he can teach them a lesson and get his friends out of here.

"Well she deserved it. Stupid brat thinking escape is possible." Guard 2 said, still laughing.

Ben gritted his teeth and by accident he let out a growl loud enough for the guards to hear.

Both guards looked at each other. They quickly picked up their spears and pointed it at the stairwell, where Ben was hidden.

_Oh man, why did I let Jellal take the spear._ Ben thought to himself.

"Come out slave." Guard 1 ordered walking towards the stairwell followed by Guard 2.

Ben closed his eyes and took a deep breath. If he can just fight one of them off and get their spear then he has a chance to actually survive. As he heard the guard walk closer to him, he quickly jump out of the stairwell and went after Guard 1. Guard 1 eyes widened as he didn't expect Ben to come running at him, the brown haired boy took advantage by throwing himself at the guard. With both on the floor, the spear on Guard 1's hand dropped to the floor, Ben quickly grabbed it and pointed it at Guard 2 who was just stunned.

Guard 1 was trying to get up, but Ben used the end of the spear and knocked it on the guard's head knocking him out in the process.

"K-Kid d-drop the spear." Guard 2 said, stuttering a bit.

Ben ran towards him and swiped the spear on Guard 2's feet making him drop to the floor. Ben quickly electrocuted the guard with the spear before he looked up.

His eyes widened when he saw so many guards running towards him all holding spears and whips. They quickly surrounded Ben, all ready to strike at any moment.

Ben dropped his spear and placed his hands up in the air.

A guard grabbed Ben by the head and threw him at the wall.

"Stupid brat. Trying to escape?" A Guard questioned.

Ben didn't look at the guards, he looked at the ground. He didn't stood a chance against the guards.

_I failed...again... I'm sorry Erza..._

"It's over boy. Now prepare to face the worst punishment you ever felt."

As a guard was pulling on Ben's arm, an explosion could be heard across the room. Everyone covered their eyes as the dust started to form out of nowhere. Ben tried to see through the dust and felt himself being heavier. All of sudden all the guards were pushed by an invisible force to the wall, some yelled for mercy as they were being crushed into the wall.

Ben however was still on the ground, but for the first time he felt something he never felt. Fear. It wasn't the same fear that he had when the escape plan failed. No this fear was worse, he could feel a power coming across the room, a power that can probably kill him in an instant. He heard footsteps, and looked up and saw a figure walking through the dust. He quickly looked down afraid.

With every step the figure took, Ben's heart pounded even harder. Ben continued to look at the ground, scared to see the person.

The figure stopped walking in front of the fallen guards. By the corner of his eye, Ben saw the person holding what looks like a staff. The one holding the staff noticed Ben eyeing him.

"What is it boy?" His voice was calm yet cold, he seemed to be impatient. "Do you fear me?"

Ben didn't and couldn't reply, the power was overwhelming him. He just kept his gaze at the ground.

"You can't do anything because you are weak."

Ben hung his head, ashamed. He already knew that he was weak. But he won't give up, he will become stronger one day. Strong enough to protect everyone he loves and cares about. Fighting his fears, Ben slowly looked up to get a better look at the intruder.

The man skin was gray and wore a red outfit, his head was covered by the red hood, in his belt there were three mystical talismans. His staff was wooden and has a bird-like head on top.

The mysterious man stared at the boy and noticed the watch on his wrist.

"Maybe. You will get stronger. But that depends if you can escape this tower." The man said.

Ben noticed his gaze was at his watch, the faceplate was half blue and half green.

One of the fallen guards got up slowly and looked at the man. "Why are you attacking us?"

"You took someone away from me." The man's eyes started to glow as well as one of the talismans. "And I'm here to take her back."

In a second the guard was levitating in the air and throw to the wall multiple times before thrown down the stairwell.

"Fight for your fears and find your freedom."

Ben stood up and glared at the man. He knew he stood no chance against him. But somehow he ignored that and continued to stare at the man.

However Ben was pushed down by a invisible force. He looked up to see the man towering over him. "When you stand as my equal then you can try to fight me with those defiant eyes of yours."

Ben started to sweat upon hearing that. He had a feeling, the person standing in front of him wasn't exactly a good guy. A dangerous man. One day he might have to fight him to protect everyone he cares about.

"Yes. I see it now." The man turned around facing the other way. "We will meet again. Be thankful that I don't end you right now."

Upon saying that, the man vanished in the darkness and with that Ben's fear vanished. He wanted to know more about this guy, but first Erza has to be saved.

Ben got up and started running. "Hang in there Erza."

* * *

_Where am I?_

Jellal slowly opened his eyes. His head hurts, he felt blood dripping down. He couldn't see anything, but knew he was in trouble as he moved his arms and the familiar rattle of chains was heard.

_What happened?_

He tried to think what he was doing. His memory was a bit foggy. But after a minute his eyes widened as he remembered the escape plan and Erza being taken.

_I have to save Erza._

"Finally awake, boy?"

The voice got Jellal's attention as it sounded familiar. In front of him was the fat man, pig was what he was called by others. As always the fat man held his whip snapping it in front of Jellal. Jellal really hated him.

"Did you really try to escape again? You must be stupid from not even learning from your mistakes."

Jellal hid a smile, the pig didn't know the real plan. Now it's all up to Ben to save Erza, he knows his best friend can do it.

"Well now, let me give you a small lesson boy, about our God."

Jellal glared at the man walking around him. He rolled his eyes, there was no god in this world, because if there was...

_Then none of this should be happening._

* * *

Ben was going through each chambers like crazy, but no signs of Erza. Where the heck did that guard say she was?

"Erza?!" He shouted, hoping to hear a response.

Normally he wouldn't do that, but seeing that theres no guards left in the floor he felt he could do it.

"B-Ben?" A faint familiar voice said.

Ben's eyes widened, that was Erza's voice! He could save her from the wrath of the guards. Ben quickly ran to the chambers where he heard the voice and spotted a pole with Erza tied to it.

"Erza! I'll get you down."

Ben untied the rope that bounded the scarlet haired girl. He noticed the bruises on her arm and some dry blood on her shirt, but he would deal with it after. The lost hero got her down from the pole.

"You're safe now." He whispered, holding her close to his chest.

"Ben..." Her voice was barely a whisper, but still at least she was alive.

He smiled at her, but noticed something was off. Her hair covered her right eye while her left eye was half open. His hands trembled as he brushed her hair out of the way. His heart stopped when he did.

_Her eye... No... Why would they do that.._

Tears started to stream down his eyes. He really did fail, that man was right, he was weak and can't do anything.

"Ben. It's okay." Erza touched his hand trying to comfort him. Ben sat there, still holding Erza in silence as he tried to think of something, but the door flew open and entered a guard holding a spear and dagger.

"What are you doing here, slave!?"

Ben didn't flinch, he was tired of running. He slowly and gently put Erza on the floor, but as he was doing so he noticed she flinched upon hearing the voice. The brown haired boy knew that this must be the man that took her eye.

He turned around towards the guard, fists clenched ready to fight.

The guard found it amusing and walked a couple of feet across Ben, taunting him to attack. Ben was about to run at him, but stopped when 3 other guards appeared each holding spears, they stood next to the first guard.

"Come on boy. Show me what you made of." A guard taunted.

Ben looked at Erza and saw how hurt she was which made him even angrier. He prayed that something would happen.

He ran at the first guard who entered, attempting to punch him in the gut, but instead got kicked in the face and was sent on the floor next to Erza.

_I won't lose. I will use everything I have._ He thought, getting up again.

"Is that all you got?" The guard smirked.

Answer his question, the watch on Ben's wrist started to glow green for a second before it stopped.

"_Omnitrix reboot complete." _

Everyone was a bit stunned that watch sounded a bit like Ben. Ben however stared at the Omnitrix something was telling him to activate the faceplate. He touched the faceplate causing a familiar green holographic circle to appear.

Creatures face was shown in the circle, not know what each one does, he pressed the first one that popped up. The room was immediately engulfed in an emerald light blinding everyone in it. A second later the light disappeared and a tall pale-green crystal creature appeared in Ben's place. Four crystal shards on his back and had a sharp head. The creature also wore a black and white chest uniform, with the Omnitrix symbol is on the left side of the chest.

"**Diamondhead!**"

Diamondhead looked at his hands and noticed that he could form shards of diamonds off his wrist. The guards were just shocked and stunned at this development. First there was a weak boy, but now there is a diamond creature who is ready to attack them.

One of the guards ran up to Diamondhead and tried to stab him in the chest, but upon contact the spear broke into pieces. The guard that attacked him jaws dropped and backed away slowly with both hands up.

Diamondhead swatted him away to the wall before walking slowly towards the rest of the guards who were trembling. The guard that first entered gritted his teeth and attempted to electrocuted Diamondhead with the spear.

Ben stood there unfazed by the shock. After the shock stopped, he said. "My turn."

With that he grabbed the guard by the head and kneed him in the groin before throwing him to the wall where the other fallen guard was. Two down and two to go. The remaining guards looked at each other dropping their weapons, they tried to make a break for it, but Diamondhead raised his arms up causing diamonds to come underneath the guards, encasing them inside it.

About to walk to Erza, a blast shot him in the back causing him to stumble. He looked back to see a high priest standing by the door.

"Impressive power. You are definitely a good sacrifice for Zeref." The high priest said holding out his arms.

"Shut up." Ben said. Running at the High Priest, with his fight shoulder cocked back ready to deliver a punch.

However the High Priest dodged the attack. "Foolish boy, you may have power. But you do not know how to use it."

The High Priest took out his spear and got into a fighting stance. Ben extended his arm transforming his right hand into a diamond blade.

The two collided with their weapons hitting each other. For some reason the spear the High Priest has was a lot more durable than the guards had. But it didn't bother Ben, he knew he can beat him.

Diamondhead was about to slash the High Priest, but the man moved too fast and was already behind him. As quickly as he could, Diamondhead turned around and was looking to block an attack, but to his surprise the High Priest wasn't there. Instead he was standing over Erza, a spear was on top of her heart.

"It seems to me, you care about this girl a lot." The High Priest said. "I wonder what would happen if I stab her right here." He slowly directed his spear above Erza's heart.

Ben gritted his teeth, this High Priest was playing dirty. A voice in his head was telling him to lift his arm up and just launch shards. Listening to the voice he quickly raised his arm and out of nowhere shards of diamond started to come out of his knuckles, aimed at the High Priest.

At the last second, the High Priest blocked the shards by spinning his spear. As soon as the shards stopped coming, he looked up to see Diamondhead in front of him. Ben delivered a punch to the face sending the High Priest to the wall.

Surprised by his power, the High Priest got on his feet and dropped the spear. A magic circle appeared underneath his feet.

"That's it boy." The High Priest snarled. "Play time is..."

Diamondhead formed a huge diamond shard and smashed it towards the High priest breaking the wall in the process, causing him to fall outside.

"Over" Ben stated.

Again he looked at his hands, he never felt this kind of power before. Making sure there was no more guards left, he walked over to the semi-conscious Erza who noticed his transformation.

"Ben? I-Is that you?" She asked, surprised at his transformation.

"Yeah it's me." He nodded his head. "Don't worry they won't hurt you anymore."

He picked her and placed her on his shoulders as he walked out of the room. No other guards were spotted, but he hoped the transformation can stay until he arrived at his cell.

As he was walking downstairs he felt a familiar power in the tower. He stopped when images of the man who crushed the guards in seconds appeared.

"He must be fighting someone." Ben said.

"Ben.." Erza said. "Is something wrong?"

Diamondhead shook his head. "No nothing is wrong. Just thinking about something Erza." Diamondhead continued to walk down. "Let's get back to our cell."

* * *

"This tower has the power to revive our God, Lord Zeref!"

Jellal was still chained to a huge crystal. The fat man has whipped him several times and then talked about Zeref and how he is the God and master of everyone. Jellal was getting tired of the nonsense the man was talking so he tried to ignore him, but every time he did the fat man would just whip him again.

"Shut up pig. No one cares." He whispered.

The fat High Priest was shocked and walked until he was in arm's reach of Jellal. "HOW DARE YOU-"

"High Priest!" A guard entered the room interrupting the High Priest.

"What is it? I'm busy."

"The tower is under attack by a man and a creature sir." The guard replied, breathing heavily.

Jellal was confused, but was glad that Ben didn't get caught. However the High Priest sighed, annoyed with the interruption. He looked at Jellal.

"Brat. You will learn to respect our God or else you will never see the light of day ever again!"

The High Priest left the room followed by the guard who shut the door and locked it.

Jellal spat on the floor. "God? I don't need to believe or even need a God, that can't even save me."

"I hate them." He added, disgusted.

"**Hate"**

"I hate them all and their God."

"**Hate strengthens me."**

Jellal heard a dark voice. "Whose there?"

"**What amusing creatures. I'm right here in their tower so very close to them. Yet they go through all this trouble to resurrect me." **

"Show yourself."

**Jellal, you are very fortunate. You get to meet the God worshipped by so many. **

"Who are you?!" Jellal started to shake his arms trying to break out.

"**My name is Zeref and Hate is the reason for my existence."**

* * *

Outside above the tower, the man with the three talismans on his belt was levitating in the air holding hands with the white haired girl that met Jellal.

"What do you want, girl?" His dark voice echoed.

A second later, a figure appeared in front of the man, bowing her head obediently. It was a young girl with dark purple hair, wearing a dark cloak.

"I have been sent on a mission by Master Hades." She replied.

"That doesn't concern me." The man replied, voice was cold as ever.

The girl looked at the white haired girl. "I see you got what you wanted?" She asked.

The man didn't respond only glared at her.

"My master would like to make an alliance."

The man gave a small laugh. "I refuse."

"Grimoire Heart is the most powerful dark guild. With you, our power-"

"I don't care for your petty guilds and ideas." He replied.

The girl stood up. "Refusing would be like a declaration of war."

Upon hearing that, the man looked at the girl's eyes which made her flinch. His eyes was cold and showed no feelings.

"You and your guild wouldn't stand a chance."

The girl gritted her teeth, how dare a man say things about her guild.

The man continued. "Tell your master that he should continue to do his small plans and I will do my plans." His eyes started to glow. "If we ever cross paths again, destruction would be waiting for you and your guild."

"Very well. I shall take my leave." With that she faded away.

* * *

"Gramps! Wake up! Jellal and Ben are gone!"

Rob woke up after hearing Sho's voice. He had a feeling they would do something like that. They were the type of people who fight for their friends even if the odds are stacked against them. Hopefully they are safe. Rob sighed as he felt someone shaking his arm. He slowly opened his eyes.

"I know Sho."

Simon stood up from his spot. "We have to help them. They don't stand a chance against the guards!"

Uncle Rob noticed that all of them were next to the gates of the cell. He knows they want freedom and he wished that he was young again so he can grant them that wish. But he was too old and his magic wasn't as strong as it was back in the day.

"What if they were captured?" Millianna asked, scared for her friends.

The old man took a deep breath and tried to concentrate. He felt huge random magic around the tower. Something was definitely happening, but what?

Just then, the cell door suddenly opened and entered Ben, in his human form, carrying Erza on his shoulders.

"Hey everyone!" Ben smiled immediately brightened everyone's mood.

He walked over to Uncle Rob and gently lowered Erza to the ground. Just as he dropped Erza, he was tackled by Sho and Millianna.

"We thought you guys got caught." They both said.

"No way am I going to let a guard catch me. Also guess what, I can use magic!" He said, grinning.

Everyone was shocked at what Ben just said.

"That's right. My magic is awesome too, I was able to beat a couple of guards and a High Priest."

"What kind of magic do you use?" Wally asked, the question that everyone has in their mind.

"Transformation." Ben said proudly. "And now we can really break out of here." He added, giving hope to everyone again.

All the four kids talked amongst themselves already talking about their escape again. Ben walked over to Erza and Uncle Rob. He eyes widened when she woke up and started to sit up. Ben quickly ran over to her.

"Erza! I'm so happy that you are good." He immediately hugged her, a few tears escaped from his eyes.

Erza smiled back and hugged him back. He saved her like he promised. He is always there for her. Which is why she always loves to be with him.

A minute later, he let go and allowed for the others to greet her. Everyone hugged her and told her how glad to see her back. Ben in the back, still felt bad about Erza's eye. He knew that she is hiding that from everyone by covering it up, but he wants to do something for her.

"Wait where's Jellal?" Simon asked.

Everyone was wondering the same thing, Ben slapped himself for forgetting about the blue haired boy. He wondered if Jellal was one of the strong magical presence in the tower that he felt.

"Okay everyone." Ben walked in the middle, taking charge. "Today is the day we escape. No second chances." He grinned.

"How are we going to escape?" Wally inquired.

"The plan is going to be the same. Get to the boats, but first gather everyone to start a rebellion." He replied.

"And what are you going to do?"

Ben looked out the gates. "I'm going to get Jellal and meet you guys at the boat."

* * *

A guard was thrown outside the tower followed by another guard. It was too easy for Jellal. His new powers is too much for these followers of Zeref. Nothing can stop him. His hate gave him this power. The blue haired boy can finally understand the meaning of freedom, the real meaning. Zeref has shown him the way.

Underneath Jellal was the fat High Priest.

"Please. Spare me! I beg of you!"

Jellal gave an insane grin as the fat man was now bowing to him. He could crush this man who oppressed him all these times in an instant.

"And why should I do that, pig?"

The man who once held all the power in the tower was now in the mercy of a kid. A kid who he mistreated for so many years. He tried to crawl away from Jellal, but couldn't as Jellal was stepping on his legs.

"I-I-I am Zeref's High Priest! You can't kill me!"

"**This insect can't even feel my presence. Dispose him!"**

Jellal grin just got wider as he now can kill the man who tortured him for so long. He has been waiting for this opportunity. The blue haired boy slowly raised his hand and the guard was levitated off the floor.

"Unfortunately for you. Your God wants you dead."

The High Priest turn pale upon hearing that. His eyes started to widened as he felt the grip of Jellal's magic getting tighter.

"**Kill him!"**

The High Priest was thrown to the wall a couple of times causing a huge crack. Still levitated next to the cracked wall, Jellal lifted his other hand and a dark purple energy started to form.

"Good bye Pig." Jellal said before launching the dark energy at the High Priest causing an explosion destroying the wall in the process.

With the broken wall, Jellal was able to see everything that was happening. He saw the prisoners all running together trying to escape.

However the followers of Zeref already surrounded the boats and launched multiple magic blast at the prisoners. The slaves only had a couple of weapons, not enough to defeat the mages so they were easily pushed back. However a fire blast hit 3 followers of Zeref pushing them into the water. Jellal eyed the source of the magic. It was Uncle Rob who took charge of the rebellion.

"Idiots. Running to their death."

Jellal felt someone approaching the room and got ready. In the room was his best friend, Ben who gazed at him. Normally Jellal would be happy, but not this time. For some reason he was angry at the lost hero.

"Ben."

"Jellal."

* * *

"Come on! Run! We have to get through them!" Erza encouraged.

Unfortunately things weren't going her way. The prisoners at first liked the idea of a full blown rebellion, but the followers of Zeref have something they don't. Magic. And because of that they are being beaten badly by them.

Though some prisoners ran back to their cell, Erza and her friends all had weapons and kept on charging.

"There it is! I can see it!" Wally exclaimed.

"Yes! We can do it guys!" Simon said excitedly.

Erza couldn't help, but smile. Freedom was in their grasp, only a little bit more before they reach it. All of them could join Fairy Tail!

Memories started to flash in her mind. Everyone hanging out, talking, laughing, Ben and Jellal getting into the usual fight. She saw Ben grin at her. He always carried the burdens of everyone, even if it hurts him.

She stopped moving as she realized that he hasn't with Jellal. Simon noticed her not moving and stopped moving himself followed by everyone else.

"What's wrong Erza?"

"I have to go back."

"What?!" Everyone exclaimed, shocked.

"I'm going to get Ben and Jellal."

"But Erza they might-"

Erza interrupted him. "They're our friends. My best friends. I can't leave them."

"Just that? Best friends?" Simon questioned.

Everyone knew where Simon was getting at, but Erza didn't have time to talk about it.

"Do you love one of them?" Millianna asked.

Everyone didn't talk, ignoring the battle ahead of them as they waited for Erza to answer. She was confused and shocked they would ask her. She was about to speak, but Simon interrupted her again.

"Erza.. I always wanted to tell you that I-"

"You guys! Watch out!" A cry from behind shouted.

Simon turned around only for an explosion hit him, sending him flying across the room. More explosions came out of nowhere sending other prisoners flying. Erza just stood frozen, so many things happening at once.

An explosion was coming towards her. She felt helpless... The rebellion was over.. Still frozen, the explosion was a couple of feet away from her.

Suddenly a figure appeared in front of her, waving his arms in circular movements stopping the blast of fire completely. Erza covered her eye, but through a gap of her fingers saw the Fairy Tail guild mark.

"Gramps!" She shouted.

Uncle Rob tried to stand strong, but it was obvious all the magic power he used was taking a toll on him. Another blast was aimed towards Erza, but Uncle Rob was able to get there first and attempted to block it, but couldn't.

As he was engulfed in the flames. He said. "Heh. I'm glad a useless geezer like me... was good for something... after all."

He slowly sank to his knees.

"Even though I'm old and gave up on Magic a long time ago... You Erza have unlimited potential."

Rob smiled as his last moment was remembering the time he explained Magic to Erza. Her smile and ready to become a mage made him have hope for this world.

"Remember Erza. Magic comes from your heart." Was the last thing Uncle Rob said before he sank to the ground lifelessly.

Tears streamed down Erza's eye as she heard the others to get away. Uncle Rob, the man who she called Gramps was now gone.

She started to scream as a huge magic wave blasted everything away from the scarlet haired girl. The magical power that was hidden inside her started to come out and it was invoking fear to the mages as they backed away. Weapons of the fallen rose to the air.

"Erza?"

She launched the weapons towards the mages, quickly taking more than half of them out. Their cries was heard through the battlefield, until it was silent again.

_You always knew Gramps. You knew I had this magic in me. I will fight for our freedom, in your name. _

Her friends ran to her and cheered her on. They could now get to the boat a lot easier with the majority of the mages taken out. Still Erza had one more thing to do.

"Everyone get to the boat and help Simon. I'm going to get Ben and Jellal."

With that she sprinted grabbing a sword and a shield along the way. She promised herself that they would all leave the Tower together.

* * *

Ben was surprised at Jellal's random assault at him. He evaded each blast that Jellal threw at him, but knew if he didn't do anything then he would get hit.

"What are you doing, you idiot! It's me! Ben!" He shouted.

Jellal shotted another dark energy blast at Ben, who barely managed to dodge it.

"**He must be killed!"**

"You are a danger to this Tower, Ben. You must be eliminated."

"What are you talking about? We're friends!"

Jellal continued his assault, but missed all his shots. However before Ben could react, he ran to him kicking him in the stomach and then launching a energy blast that hit him straight to the floor.

Ben was hurting bad, he felt his body trying to stay down, but he had to bring Jellal to his senses.

"**There is no such thing as freedom in this world"**

"Ben there is no freedom, unless we create it." Standing over Ben with his palm out ready to deliver the final blow. "Join me or die."

Ben glared at his best friend, can't believe that he is threatening him. The brown haired boy quickly leg sweeped Jellal, taking him down to the floor before he rolled across the room.

"It seems I need to beat some sense into you." Ben said, activating the Omnitrix and quickly slapping down the dial.

Jellal, still on the ground, covered his eyes as a bright emerald light appeared out of nowhere.

In Ben's place was a tall humanoid alien, whose body is made of magma. The alien's head was completely surrounded in fire.

"**Heatblast!**" He shouted.

Ben looked at his hands as he recognized the creature from his dream.

Jellal was too stunned to move and got hit in the face by Heatblast sending him flying towards a crystal, banging his head in the process.

"There, did that do anything good for you, Jellal?

Jellal stood up, cracking his neck before he launched several dark blast at Ben. Heatblast countered by launching several fire balls. The two blast collided with each other causing a small quake in the room.

Heatblast ran through the collision and hit Jellal with a fiery punch, destroying the crystal behind him in the process.

Jellal stood up slowly, injured by the attack.

"**You must kill him if you want to find True Freedom."**

Jellal extended his arm as an invisible force picked up Ben and started to squish him. Heatblast tried to break free, but no use, his arms was on his side stuck.

Jellal threw his arms out, causing the invisible force to throw Heatblast out of the tower.

"And that takes cares of that." Jellal stated.

He walked back to where the rebellion was taken place. He was amused on the progress the prisoners were making and tried to think of a way to stop them.

As he was about to walk of the room, a fire ball almost hit his head. Jellal growled as he looked back to see Heatblast in the middle of the room.

"How did you come back? I threw you out of the tower."

Heatblast sighed. "Next time check you threw someone off. And also why are you trying to kill me! What did I ever do to you?" He shouted.

Jellal ignored the question as he tried to grab Ben again, but this time Ben let out a stream of fire that burned Jellal's legs.

"Snap out of it idiot. Or I will personally drag you to the boat." Ben said.

Heatblast grabbed Jellal by the neck and punched him in the face, bruising his forehead in the process. Ben threw Jellal on the floor.

"**Let your Hate strengthen you. Take down this fool." **

"I must take you down for Zeref." Jellal managed to say, slowly getting up his legs were burned badly and it was stinging when he moved.

Heatblast shook his head in disbelief. "You know what. That's it. I'm going to beat you so bad that you won't know who Zeref is."

Heatblast ran towards a wounded Jellal with his fist, but suddenly the Omnitrix on his chest started to beep, until a red light appeared. Heatblast transformed back to Ben.

Ben looked at himself and was shocked.

Jellal took advantage and quickly hit Ben with a dark energy blast sending him to the wall. Ben groan as the hit took the wind out of him.

"H-Hey that was clearly a timeout." He said, already on his knees.

"There are no timeouts." Jellal replied already launching another energy blast at him.

Ben managed to jump out of the way. "Fine. I guess I'll-"

Jellal used his magic to levitate Ben up in the air immobilizing him.

"**I have to thank you, Ben. Because of you, I've gained this much power. I am now able to revive Zeref."** Jellal said in a dark tone voice.

Ben was being levitated over the broken wall, where they can see the prisoners. He felt the pressure on the magic lessen.

"**Good bye Ben."** Jellal laughed in the same tone.

"Jellal stop it!"

Both boy looked across the room to see Erza standing by the entrance. Jellal smiled at Erza as he threw Ben to the floor.

"**Erza. Good to see you."**

Erza stood there, holding her sword and shield. "What are you doing? Let's go, the others are waiting on the boat."

"Er...za" Ben was able to say, still hurt from the attack.

"**Erza join me. Freedom lies in this Tower, believe me we can create it."**

"Jellal.." Erza was confused, she walked in to see her best friends fighting each other to the death.

"**You're just like Ben. You must be eliminated."**

Jellal extended his arm, a dark energy blast formed aimed at Erza. He launched it, Erza eyes widened as she was shocked at what was happening. Ben used all his energy to run push Erza out of the way. An explosion was heard.

"What is your problem!" Ben shouted. "You are a monster."

Jellal glared at Ben and then at Erza who was just glaring at him in disbelief.

"**Fine you want to leave? Then I will allow you two to leave the tower. GO FIND YOUR FLEETING FREEDOM."**

Erza helped Ben on his feet, but the two stood their grounds as Jellal added.

"**You may never tell anyone of this tower. If you do then I will kill everyone, including your friends." **

Jellal levitated the two in the air and had them above the water.

"**This is your precious freedom!"**

"This isn't over." Ben stated.

Jellal raised a brow before he dropped the two in the raging waters. Ben and Erza drifted unconscious as they were drowning underwater. A light surrounded the two, protecting them from any harm.

* * *

As waters crashed his aching legs, Ben started to wake up. He looked up to see the moon shining down on him.

Ben looked next to him to see a sleeping Erza, he touched her arm and smiled. However there weren't much to be happy about. Betrayed by his best friend, leaving behind his other friends, but still...

"We are free. Finally Free..."

* * *

**A/N: And that finishes the Prison Tower Arc. I hope you guys enjoyed it as much as I enjoyed writing it. **

**I also want to thank everyone who supported me and those who reviewed/favorite/followed. **

**Also if you see a spelling or grammar error please tell me.**

**Next Chapter: Joining Fairy Tail!**

**Until next time! **


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